株探米国株
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-41966
GE_Vernova_Standard_CMYK_Evergreen (2).jpg
GE Vernova Inc.
(Exact name of registrant as specified in its charter)
Delaware
92-2646542
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
58 Charles Street,
Cambridge,
MA
02141
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code) (617) 674-7555
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
GEV
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes  ☑  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes  ☑  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the outstanding common equity of the registrant not held by affiliates as of the last business day of the
registrant’s most recently completed second fiscal quarter (June 30, 2025) was approximately $144.0 billion. There were 269,529,464
shares of common stock with a par value of $0.01 outstanding at December 31, 2025.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement relating to the registrant's 2026 Annual Meeting of Stockholders (2026 Proxy Statement) to be
filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2025, are incorporated by
reference into Part III of this Annual Report on Form 10-K to the extent described therein.
TABLE OF CONTENTS
Page
Forward-Looking Statements
Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Auditor's Report
Consolidated and Combined Statement of Income (Loss)
Consolidated and Combined Statement of Financial Position
Consolidated and Combined Statement of Cash Flows
Consolidated and Combined Statement of Comprehensive Income (Loss)
Consolidated and Combined Statement of Changes in Equity
Note
1
Organization and Basis of Presentation
Note
2
Summary of Significant Accounting Policies
Note
3
Assets and Liabilities Held for Sale
Note
4
Current and Long-Term Receivables
Note
5
Inventories, Including Deferred Inventory Costs
Note
6
Property, Plant, and Equipment
Note
7
Leases
Note
8
Goodwill and Other Intangible Assets
Note
9
Contract and Other Deferred Assets & Contract Liabilities and Deferred Income
Note
10
Current and All Other Assets
Note
11
Equity Method Investments
Note
12
Accounts Payable and Equipment Project Payables
Note
13
Postretirement Benefit Plans
Note
14
Current and All Other Liabilities
Note
15
Income Taxes
Note
16
Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock
Note
17
Share-Based Compensation
Note
18
Earnings Per Share Information
Note
19
Other Income (Expense) – Net
Note
20
Financial Instruments
Note
21
Variable Interest Entities (VIEs)
Note
22
Commitments, Guarantees, Product Warranties, and Other Loss Contingencies
Note
23
Restructuring Charges and Separation Costs
Note
24
Segment and Geographical Information
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
Item 10. Directors, Executive Officers, and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
2025 FORM 10-K 3
FORWARD-LOOKING STATEMENTS. This annual report of GE Vernova Inc. (the Company, GE Vernova, our, we, or us) contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are
subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “guidance”, "outlook", “anticipate”,
“intend”, “plan”, “estimate”, “will”, “may”, and negatives or derivatives of these or similar expressions. These forward-looking statements
may include, among others, statements about our future performance, anticipated growth, and expectations in our business; the energy
transition; the demand for our products and services; our technologies and ability to innovate, anticipate, and address customer demands;
our ability to increase production capacity, efficiencies, and quality; our underwriting and risk management; the estimated impact of tariffs;
our product quality and costs; our cost management efforts; tax incentives; customer orders and commitments; project execution and
timelines; our actual and planned investments, including in research and development, capital expenditures, joint ventures and other
collaborations with third parties; our ability to meet our sustainability goals and targets; levels of global infrastructure spending; government
policies; our expected cash generation and management; our lean operating model; our capital allocation framework, including organic and
inorganic investments, share repurchases and dividends; our restructuring programs; disputes, litigation, arbitration, and governmental
proceedings involving us; the sufficiency and expected uses of our cash, liquidity, and financing arrangements; and our credit ratings.
Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain, and are
subject to risks, uncertainties, and other factors, which could cause our actual results, performance, or achievements to differ materially
from current expectations. Some of the risks, uncertainties, and other factors that may cause actual results to differ materially from those
expressed or implied by forward-looking statements include the following:
•Quality issues or safety failures among our products, solutions, or services;
•Significant supply chain or logistics disruptions, including cost or availability of materials or components;
•Disruptions or capacity constraints at our manufacturing or operating facilities;
•Our ability to manage our costs and achieve anticipated cost savings;
•Our ability to execute and estimate long-term service obligations;
•Our ability to successfully compete;
•Our ability to innovate and successfully commercialize new technologies and manage our product cycles;
•Achieving expected benefits from strategic transactions, joint ventures, and other third-party collaborations;
•Issues with grid connectivity or our customers’ ability to sell generated electricity;
•Our ability to manage customer and counterparty relationships and contracts;
•Our ability to maintain our investment grade credit ratings;
•Our access to capital or credit markets or other financing on acceptable terms;
•Decarbonization and energy-transition dynamics;
•Changes in energy, environmental, and tax laws and policies;
•Challenges of operating globally, including complex legal, regulatory, and compliance risks;
•Natural disasters, physical effects of climate change, pandemics, and other emergencies;
•Geopolitical events;
•Our ability to meet sustainability expectations, standards, and goals;
•International trade policies;
•Our ability to obtain, maintain, and comply with approvals, licenses, and permits;
•Our ability to comply with laws and regulations and related compliance costs;
•Impacts from claims, litigation, regulatory proceedings, and enforcement actions; 
•Our ability to attract and retain highly qualified personnel and impacts from any labor disputes or actions; 
•Our ability to secure, deploy, and protect our intellectual property rights and defend against third-party claims;
•Foreign currency impacts;
•Our ability to realize the benefits from our spin-off from, and our obligations to, General Electric Company;
•Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions, organic
investments, and other priorities; 
•The price, availability, volatility, and trading volumes of our common stock;
•The amount and timing of our cash flows and earnings; 
•The impact of cybersecurity or data security incidents; and
•Other changes in macroeconomic and market conditions and volatility.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking
statements, and these and other factors are more fully discussed elsewhere in this Annual Report on Form 10-K, including in Item 1A. "Risk
Factors" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," as may be updated from
time to time in our Securities and Exchange Commission (SEC) filings and as posted on our website at www.gevernova.com/investors/fls.
We do not undertake any obligation to update or revise our forward-looking statements except as may be required by law or regulation.
2025 FORM 10-K 4
PART I
ITEM 1. BUSINESS.
INTRODUCTION. GE Vernova Inc. (the Company, GE Vernova, our, we, or us) is a global leader in the electric power industry, with
products and services that generate, transfer, orchestrate, convert, and store electricity. We design, manufacture, deliver, and service
technologies to create a more reliable, secure, and sustainable electric power system, enabling electrification and decarbonization,
underpinning the progress and prosperity of the communities we serve. We are a purpose-built company, positioned with a unique scope
and scale of solutions to help accelerate the energy transition, while servicing and growing our installed base and strengthening our own
profitability and stockholder returns. We have a strong history of innovation, which is a key strength enabling us to meet our customers’
needs.
The breadth of our portfolio also enables us to provide an extensive range of technologies and integrated solutions to help advance our
customers’ energy and sustainability goals. Our installed base generates approximately 25% of the world’s electricity. We build, modernize,
and service power systems to help our customers electrify their operations and economies, meet power demand growth, improve system
reliability and resiliency, and navigate the energy transition through limiting and reducing emissions. The portfolio of equipment and
services that we deliver is diversified across technology types and is adaptable based on electric power market conditions and demand.
GE Vernova Inc. is a Delaware corporation with corporate headquarters in Cambridge, Massachusetts. On April 2, 2024, General Electric
Company (GE), which now operates as GE Aerospace, completed the previously announced spin-off (the Spin-Off) of GE Vernova. In
connection with the Spin-Off, GE distributed all of the shares of our common stock to its stockholders and we became an independent
company. See Note 1 in the Notes to the consolidated and combined financial statements for further information regarding the Spin-Off.
COMPANY STRATEGY. GE Vernova is positioned as an industry leader to fulfill the growing demand for electrical power, while driving the
energy transition forward. Our focus is on supplying our customers with products and services necessary to deliver reliable, affordable, and
sustainable electricity. We expect significant growth in demand for the offerings we provide to the electric power industry.
Our company strategy is focused on:
•Delivering on global sustainability by developing, providing, and servicing technologies that enable electrification and
decarbonization.
•Maintaining and enhancing strong relationships with many of the leading and largest utilities, developers, governments, and
electricity users.
•Servicing the existing installed base and delivering new technologies and processes, which improve customer outcomes while
driving increased profitability and cash flow.
•Improving margins and lowering risk through better underwriting.
•Streamlining our product portfolio to focus on core workhorse products, which will improve both cost and quality going forward.
•Using lean to improve our cost structure and productivity levels across our business and corporate functions.
•Innovating and investing, along with third parties, in new offerings and technologies that will help customers electrify and
decarbonize the world.
•Allocating capital as a whole and within our various businesses – focused on generating cash flow to invest in our core
businesses, invest in targeted mergers and acquisitions (M&A), and return at least 1/3 of our cash generation to our stockholders.
SUSTAINABILITY. As a company whose technology base helps generate approximately 25% of the world’s electricity, our integration of
sustainability into our core business strategy and culture reflects our mission to electrify to thrive and decarbonize the world.
To operationalize this commitment, we have built the sustainability governance framework of “the Control Room.” The Control Room is led
by our Chief Sustainability Officer, who supervises a cross-functional, global team, and chairs our Sustainability Council. Further, we have a
Safety and Sustainability Committee of the Board of Directors, which guides and oversees our sustainability goals, impacts, risks, and
efforts. Our operational efforts are aligned with our business strategy, the priorities of our stakeholders, our commitments, and our aim to
deliver innovative technologies to create a more sustainable electric power system.
The four pillars of our sustainability framework: Electrify, Decarbonize, Conserve, and Thrive:
•Electrify: Catalyze access to more secure, sustainable, reliable, and affordable electricity, while helping to drive global
economic development. We seek to add power generation and grid capacity to strengthen current electricity infrastructure and
provide critical redundancy, support electrification in underserved regions, and encourage economic development.
•Decarbonize: Invent, deploy, and service technology to help decarbonize and electrify the world. We seek to advance both
the near-term impact by improving the trajectory on carbon intensity and the long-term impact by deploying products that are
increasingly capable of lower carbon emissions once supporting infrastructure is deployed at scale.
•Conserve: Innovate more while using less. We are working to reduce both our direct and indirect greenhouse gas emissions
and have set a goal to achieve carbon neutrality for our Scope 1 and Scope 2 emissions by 2030. We also support the transition
to a more circular economy and recognize the importance of critical raw materials and nature in our mission. We are working to
track 90% of our top products as part of our circularity framework by 2030, including principles such as eco-design.
•Thrive: Advance safe, responsible, and inclusive working conditions in our operations and across our value chain. We
are committed to prioritizing safety, building and fostering an inclusive workplace globally and in the communities in which we
operate, promoting a culture of compliance and ethics, and advancing human rights across our supply chain.
The global shift towards a variety of energy sources, evolving and increased environmental regulations and requirements, and climate
change effects, present both challenges and opportunities that may impact our business. See Item 1A. "Risk Factors" for further information
about these risks.
2025 FORM 10-K 5
COMPETITION. We believe GE Vernova's businesses' ability to supply the electric power industry with a broad array of advanced
technologies for an intelligent, sustainable power system that help customers accelerate the energy transition is a key differentiator among
various competitors. Due to increasing demand exceeding available capacity for products and services that supply the electrical power
industry, we face growing competition from emerging threats. The continuing ability to reduce cycle times and ensure available capacity is
expected to allow us to remain competitive as demand for our products and services grows significantly. In addition, continued investment
in our products and services and emerging technologies is necessary for us to successfully compete and deliver economic value and
performance to our customers through efficiency, reliability, and affordability.
Our businesses operate in highly competitive markets. We compete based on product performance, quality, branding, service, and/or price
across the industries and geographies served. Various companies compete with us across single or multiple products and services.
Key Power segment competitors include Siemens Energy, Mitsubishi Power, Westinghouse, Framatome, and Rolls-Royce.
Key Wind segment competitors include Vestas, Siemens-Gamesa, Nordex, Envision, and Goldwind.
Key Electrification segment competitors include Hitachi Energy, Siemens Energy, Siemens, Schneider Electric, Mitsubishi Electric, and
ABB.
SEGMENTS. We report three business segments that are aligned with the nature of equipment and services they provide, specifically
Power, Wind, and Electrification.
Power. Our Power segment serves power generation, industrial, government, and other customers worldwide with products and services
related to energy production. Our products and technologies harness resources such as natural gas, oil, diesel, water, and nuclear to
produce electric power and include gas and steam turbines, full balance of plant, upgrade, and service solutions.
Gas Power - offers a wide spectrum of heavy-duty and aeroderivative gas turbines for utilities, independent power producers, and
numerous industrial applications, ranging from small, mobile power to utility scale power plants. Gas Power also delivers maintenance and
service solutions across total plant assets and over their operational lifecycle.
Nuclear Power - provides nuclear technology solutions for boiling water reactors including reactor design, reactor fuel and support services,
and the design and development of small modular reactors through joint ventures with Hitachi, Ltd.
Hydro Power - provides a portfolio of solutions and services for hydropower generation for both large hydropower plants and small
hydropower solutions.
Steam Power - offers a comprehensive range of steam turbine technologies and services primarily for nuclear power plants in North
America and coal-fired power plants, helping our customers deliver reliable energy, and supporting coal-fired plant customers transitioning
to a lower-carbon future.
We believe that gas power plays an essential role in the energy transition, serving as a fundamental source of reliable and dispatchable
power to support industrialization, grid stability needs, and rising electricity demand from hyperscalers and data centers.
As of December 31, 2025, our fundamentals remained strong with approximately $94.4 billion in remaining performance obligations (RPO)
and a gas turbine installed base of approximately 7,000 units with approximately 1,800 units under long-term service agreements and an
average remaining contract life of approximately 10 years. As of December 31, 2025, we had 51 HA-Turbines in RPO, 43 being installed
and commissioned, and 126 HA-Turbines in our installed base with approximately 3.6 million operating hours.
We maintain a strong focus on our underwriting discipline and risk management to secure deals that meet our financial hurdles and ensure
we deliver confidently for our customers. Operating in emerging markets presents uncertainties in deal closures due to financing and other
complexities. Given the long-cycle nature of our business and the ongoing challenges from inflationary pressures, our Power segment has
proactively implemented lean initiatives to sustain cost productivity, collaborated closely with suppliers, and adjusted product and service
pricing in line with market demand, inflation, and industry dynamics.
We continue to invest in new product development. In Nuclear Power, we have an agreement with a customer for the deployment of small
modular nuclear reactor (SMR) technology, making it the first commercial contract of its kind in North America. We are also in discussion
with the U.S. Administration regarding the development of SMRs. SMRs have the potential to reduce nuclear power plant costs and cycle
times through their standardized and modularized design. In Gas Power, we are committed to long-term investments to meet our growing
demand from our customers by enhancing production capacity at existing factories to address the increasing need for both equipment and
services. We continue to invest in technologies and decarbonization pathways to deliver lower carbon-emitting and more reliable power,
launching our first commercial direct air capture deployment with a collaborator, using GE Vernova’s proprietary solid sorbent technology.
We are committed to advancing decarbonization technologies that we believe will provide our customers with options for more renewable
and more dependable energy.
Wind. Our Wind segment includes our wind generation technologies, inclusive of onshore and offshore wind turbines and blades. In our
Wind segment, we engineer, manufacture, and commercialize wind turbines, an important technology playing a role in the energy transition
as we seek to decarbonize the world's energy sector.
Onshore Wind - delivers wind turbines, technology, and services for the onshore wind power industry by focusing on workhorse products in
select geographies, while continuing to innovate the technology to create wind turbines suitable for various markets and environmental
conditions. Our workhorse products include our 2.8-127m, 3.6-154m, 6.1-158m, and 6.0-164m onshore units. Wind services assists
customers in improving cost, capacity, and performance of their assets over the lifetime of their fleets, utilizing digital infrastructure to
monitor, predict, and optimize wind farm energy performance.
2025 FORM 10-K 6
Offshore Wind - provides offshore wind power technologies and wind farm development for the offshore wind power sector. Our workhorse
product in the offshore market is our Haliade-X 220m offshore unit.
LM Wind Power - designs, produces, and tests wind turbine blades.
As we focus on providing carbon-free electricity reliably and at scale, we have simplified our segment management structure and portfolio
of product offerings, focusing on fewer and more reliable workhorse products. Our workhorse products account for approximately 75% of
our equipment RPO at December 31, 2025. Included in our RPO are services agreements on approximately 24,000 of our onshore wind
turbines, from an installed base of approximately 59,000 units.
At Onshore Wind, we are growing our installed base by focusing on customers and markets that best align with our product offering, design
philosophy, and supply chain footprint. The U.S. market currently represents approximately 60% of Onshore Wind's equipment RPO. This
market has seen various changes related to sector-specific tariffs and production tax credits, increasing short-term demand volatility. We
monitor government actions for any changes that could adversely impact wind turbine manufacturers, while making strategic investment
decisions that both preserve and enhance our competitive position in this market. In parallel, we are growing our international equipment
profitability by selling established workhorse products in markets where we have a competitive advantage. Finally, we continue to make
investments to improve our fleet availability and services profitability.
At Offshore Wind, we continue to experience pressure related to our project costs and execution timelines, as we deliver on our existing
backlog. On December 22, 2025, the United States Department of Interior announced that it is pausing the leases for all large-scale
offshore wind projects under construction in the United States, which had a direct impact on the Vineyard Wind project completion timeline.
Despite these challenges, we are focused on driving quality improvements, installation efficiencies, cost productivity, and working with
regulators to drive better outcomes for both our customers and businesses.
Electrification. Our Electrification segment includes grid solutions and power conversion & storage, which we collectively refer to as
Electrification Systems, and Electrification Software, that provide products and services required for the transmission, distribution,
conversion, storage, and orchestration of electricity from point of generation to point of consumption. Several of the key offerings in this
segment, for example, include our high-voltage direct current transmission (HVDC) and alternating current substation solutions, power
transformers, switchgear, synchronous condensers, and our grid automation related products and services.
Grid Solutions - enables power utilities and industries worldwide to effectively manage electricity from the point of generation to
consumption, helping improve the reliability, efficiency, and stability of the grid. Offerings include a comprehensive portfolio of equipment,
hardware, protection and control, automation, and digital services. Grid Solutions also addresses the challenges of the energy transition by
safely and reliably connecting intermittent renewable energy generation to transmission networks.
Power Conversion & Storage - combines advanced energy conversion and storage systems to meet the electrification needs of utilities and
industries. With a focus on industrial electrification, power stability, and energy storage solutions, Power Conversion & Storage empowers
customers by addressing their most complex electrification challenges accelerating their transition to a sustainable, decarbonized future.
Electrification Software - supports the transmission, distribution, conversion, storage, and orchestration of electricity from point of
generation to point of consumption.
We continue to experience robust demand for our systems, equipment, and services. Demand remains strong for large scale transmission-
related equipment to interconnect renewables and move bulk power. We also continue to benefit from higher growth in orders from other
transmission activities to connect new power sources, to electrify industries including data centers playing a key role in the development of
artificial intelligence (AI), and to modernize existing grid infrastructure.
Our Grid Solutions business is positioned to support grid expansion and modernization needs globally. We participate in the onshore
interconnection sector and the rapidly growing offshore interconnection sector with new products and technology. We have developed and
seek to continue developing new technologies with the intention of solving for a denser, more resilient, stable, and efficient electric grid with
lower future greenhouse gas emissions.
We adjust pricing and contractual terms of our products and services based on demand, inflation, and industry dynamics. Customer lead-
times have increased as a result of demand outstripping supply, though we are proactively managing this by deploying lean initiatives to
reduce lead-times and drive cost productivity. In addition, we are making investments to expand our capacity and capabilities to support this
continued growth while benefiting from synergies across our Electrification businesses.
RESEARCH AND DEVELOPMENT. GE Vernova’s R&D efforts focus on driving the energy transition. We are engineering the
technologies, forging the partnerships, and delivering innovations to electrify and decarbonize the world. We expect to invest approximately
$5 billion of cumulative R&D from 2025 through 2028 across our businesses. Approximately half of this R&D is focused on continuously
industrializing existing products and supporting our installed base for this decade. The other half is focused on long-term innovation to
deliver our next generation of differentiated products.
R&D is performed within each of our businesses, and at multiple locations around the world, including at our research facilities in
Niskayuna, New York and Bangalore, India, which we refer to collectively as Advanced Research. Advanced Research partners with our
businesses on programs to create the technology breakthroughs that will feed our future product roadmaps. They are guided by our
customers’ demands for sustainable, affordable, resilient, and secure energy. Additionally, Advanced Research partners with other
established and start-up companies and educational institutions to incubate and commercialize new technology and launch new
businesses in markets that are key to the energy transition but go beyond GE Vernova’s core businesses.
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INTELLECTUAL PROPERTY. We have a substantial portfolio of intellectual property (IP) assets, registered and unregistered, that protect
both our investments in R&D across our businesses as well as our products and services. To protect our innovation, we rely on a variety of
IP rights and data protection measures, as well as monitor the activities of third parties to ensure that unauthorized use of IP does not go
unremedied.
Patents are an important part of our IP strategy. They protect our inventions around the world. We shape and reposition our patent portfolio
to cover emerging and other technologies that drive our core businesses. Software, which is important to all of our businesses, but is
especially central to the IP position of the Electrification businesses, is protected by a combination of copyrights, patents, and contractual
protections.
We protect our trade secrets and confidential know-how by actively enforcing our internal policies for data classification and protection and
by requiring and enforcing specific innovation and proprietary information agreements and non-disclosure agreements. We also utilize
contemporary cybersecurity tools and systems, as well as physical security measures, that safeguard our most valuable data from insider
threats and third-party concentrated efforts to misappropriate our IP. See Item 1C. "Cybersecurity" for further information.
While our patents and other IP protections are important to our operations, we do not consider any single IP asset or group of assets to be
of material significance to any of our financial segments or our businesses as a whole. However, we believe that we derive a sustained
competitive advantage both from our IP portfolio as well as technical know-how embedded in our products and manufacturing techniques
developed over decades. We further believe that our understanding of our customers’ needs, technology expertise, and manufacturing
know-how are critical to our business.
In addition to our IP portfolio, we have a license to use certain IP from GE, including the GE name and the GE Monogram. The license
applies to our products and services, as well as to natural extensions and evolutions thereof. See “Certain Relationships and Related
Transactions and Director Independence” in Part III, Item 13 of our annual report on Form 10-K for the year ended December 31, 2024,
which incorporated by reference the section titled "Agreements Governing Intellectual Property" that was included in the section titled
"Certain Relationships and Related-Party and Other Transactions" in GE Vernova's definitive proxy statement relating to our 2025 Annual
Meeting of Stockholders.
GLOBAL SUPPLY CHAIN. Annually, we purchase approximately $20 billion in materials and components sourced from over 100
countries. We face various supply chain challenges, many of which are industry-wide or arise from geopolitical and economic conditions
beyond our control. These include global conflicts, global economic trends, geopolitical dynamics like sanctions, tariffs and other trade
tensions, inflation, logistics issues, human rights landscape shifts, and regulatory changes. Additionally, potential disruptions such as
natural disasters and other extreme weather conditions, global pandemics, and cyber-attacks could significantly impact our operations,
financial performance, and ability to meet customer commitments. See "Risks Relating to Operations and Supply Chain" in Item 1A. "Risk
Factors" for additional information.
To address these challenges, we maintain strong supplier relationships and connected forecasting to identify and mitigate capacity risks as
early in the process as possible. We also prioritize opportunities to localize our supply chain to serve distinct geographies, while at the
same time allowing us to maintain a globally diverse supply chain for operational resiliency. Our risk-based supplier onboarding process
involves thorough due diligence, focusing on performance, labor standards, ethical sourcing, and human rights, supported by an audit
program. We are expanding these efforts to consider environmental impact and environmental, social, and governance (ESG) regulations
along with alignment to our GE Vernova sustainability framework.
Internally, we manage risks through cyber mitigation, business continuity planning, and crisis management. We have developed cross-
business councils for supply chain and procurement to proactively share best practices around supply chain resiliency. We are also
enhancing our risk management tools to leverage technology for better market trend analysis and risk mitigation concerning commodity
pricing, availability, lead-times, country specific tariff impacts, and ESG compliance. Specifically, to minimize inflationary impacts, we have a
sourcing process to monitor commodity price fluctuations across the ferrous, non-ferrous, precious metals, and energy commodities. To
mitigate the impact of tariffs, we are diversifying our supply chains, increasing U.S. manufacturing capabilities, and engaging with policy
makers and industry associations to advocate for more beneficial trade policies. We continue to employ and evolve lean practices across
our operations to enhance safety, quality, and delivery performance, building new capabilities to scale our supply chain aligned to our
business growth.
HUMAN CAPITAL. GE Vernova is a global workforce of approximately 75,000 employees, with approximately 70% of our employees
specializing in manufacturing, engineering, or services. In addition, we have over 3,000 employees in quality or environmental, health, and
safety (EHS) roles, critical disciplines for our success as a company. Our culture enables us to deliver on our purpose: Electrify to Thrive
and Decarbonize. We operate according to a set of shared principles that guide how we create value for our customers, people,
stockholders, and planet. We call this the GE Vernova Way:
We drive innovation in everything we do to electrify and decarbonize the world.
•We serve our customers with pride and a focus on mutual success and long-term impact.
•We challenge ourselves to be better every day; lean is how we work.
•We break boundaries and cross borders to win as one team.
•We remain accountable individually and collectively to deliver on our purpose and commitments.
GE Vernova is strongly committed to attracting, developing, and retaining exceptional talent. This requires an environment where
employees can learn, experiment and grow, professionally and personally. Employees are empowered to own their own career
development through self-directed tools that facilitate career planning, growth experiences, and mentor connections. In parallel, we
continue to invest in world-class early career development programs, leadership learning, energy industry acumen, and hands-on lean
experiences. Clear expectations, ongoing feedback, and pay-for-performance are the essential elements of how we drive high
performance. We take a longer-term approach to developing future talent for critical roles while refreshing our succession plans on an
2025 FORM 10-K 8
ongoing basis. Our goal is to cultivate a work experience that engages our employees, drives focus on what matters most, empowers
timely, accountable decision-making, and builds impactful leaders for the future.
We trace our beginnings to the Edison General Electric Company, a manufacturer of electric lighting fixtures, sockets, and other electric
lighting devices. We carry forward that legacy today as a developer, manufacturer, and service provider of power generating and
decarbonizing solutions. GE Vernova’s portfolio also includes Advanced Research with hundreds of technologists and cross-discipline
experts focused on enabling ground-breaking innovations destined to shape the energy transition.
Our footprint is truly global with approximately 24,000 employees in Europe, 21,000 employees in the U.S., 19,000 employees in Asia, and
6,000 employees in Latin America. GE Vernova’s relationship with employee-representative organizations around the world takes many
forms.
•Within the U.S., we have approximately 1,400 union-represented production and maintenance employees, of which approximately
1,350 are covered by a five-year collective bargaining agreement that expires in June 2030.
•In Europe, we have a European Works Council which represents all of our employees in European Union (EU) member states, the
United Kingdom (U.K.), Switzerland, and Norway. Additionally, we engage with approximately 100 representative organizations
such as works councils and trade unions, in accordance with local law. Social dialogue, including information and consultation, is a
key component of doing business in Europe and a driver of sustainable business growth for us in the region.
•In addition to the U.S. and Europe, we also engage with employee representative bodies in China (3,000 employees), India (2,000
employees), Canada (700 employees), Brazil (700 employees), and Mexico (175 employees).
We strive to build and maintain productive relationships with all trade unions and employee-representative organizations with which we
engage. More broadly, our relationship with every employee, regardless of functional discipline, geography, or representation status, is a
priority. The purpose, passion, and expertise our employees embody every day is fundamental to providing essential electricity around the
world and for the future of our environment.
ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS. GE Vernova is committed to providing and promoting a safe and healthy working
environment, using natural resources and energy in a sustainable way, and avoiding an adverse impact to employees and contractors, our
customers, the environment, and the communities where we do business. We support our customers by maintaining the highest standards
in safeguarding our employees, our contracting partners, and the environment.
In addition to our own internal enterprise standards and core requirements on various EHS topics, we are subject to international, national,
state, and local EHS laws, regulations, and industry and customer standards, including EHS licensing and authorization requirements.
These EHS laws apply to a broad range of activities across our whole product lifecycle and our entire global organization, including those
related to:
•protection of the environment and use of natural resources;
•occupational health and safety;
•the use, management, release, storage, transportation, remediation, and disposal of, and exposure to, hazardous substances and
waste;
•our products, including the use of certain chemicals in our products and production processes;
•emissions to air and water; and
•climate change and greenhouse gas emissions.
EHS laws vary by jurisdiction and have become increasingly stringent over time. These requirements impose certain responsibilities on our
business, including the obligation to install pollution control technologies and obtain and maintain various environmental permits, the cost of
which may be substantial. Satisfying such local EHS requirements is often a minimum requirement for us, and we commit extensive
resources to maintaining our compliance with these requirements. For example, by applying our enterprise standards and core
requirements everywhere (except where local regulations are more stringent), we often go beyond local compliance requirements,
especially where local standards are weak or lacking. Safety is incorporated into our lean operating method and we prioritize safeguarding
our employees and contractors. We also enhance our internal enterprise standards and core requirements regularly through a culture of
continuous improvement and documenting opportunities to improve through internal and external audits.
Our proactive approach to EHS matters requires assessing and managing potential EHS risks and preparing our teams accordingly. We
utilize data to provide teams with actionable insights, enabling us to make informed decisions and assist in reducing the likelihood of
incidents before they occur. We also utilize robotics and automation where appropriate to help keep our employees and contractors out of
harm's way.
Following the Spin-Off, we established our Life Saving Rules, instructions, and critical controls that define how work is performed safely. We
work continuously to operationalize these rules across manufacturing, project, and service teams, with the expectation that they are a core
component of daily business and operations management. We also systematically analyze potentially severe events to identify patterns,
escalate findings to leadership, and translate learnings into corrective and preventive actions. We reinforce safe start and mobilization
practices, and deepened collaboration through contractor and partner forums to drive alignment and shared accountability for safety.
Our EHS management system includes measures to verify that we are monitoring adherence to GE Vernova EHS standards and regulatory
requirements through audits and inspections. Operations are assessed on a regular basis as part of our management of change (MOC)
process to mitigate safety risks. EHS operational reviews at both the business and GE Vernova level address progress on program
execution as well as strategy discussions related to emerging EHS risks.
REGULATION. We are a manufacturer and servicer of energy products, a participant in the energy supply chain, a large publicly traded
U.S. corporation that operates globally, a government contractor, and an employer of a large global workforce. As such, our businesses and
operations are affected by global laws, regulations, and standards that impact each of these capacities.
2025 FORM 10-K 9
•Manufacturer and Servicer. Our production cycle and products are subject to global regulations, such as permitting, quality
controls, environmental and eco-design regulations, health and safety regulations, export control laws, product specifications,
market-related policies, and distribution regulations in countries in which our products are manufactured or sold. We maintain
processes and procedures to comply with such applicable global laws and regulations as they pertain to the various stages of our
production life cycle, including the development of our products. Our ability to design, market, sell, and distribute our products
globally depends upon our compliance with laws and regulations in each jurisdiction.
We design and manufacture sophisticated, innovative products and services for the energy sector, which are subject to EHS and
sustainability regulations. These regulations, such as the Registration, Evaluation, Authorisation and Restriction of Chemicals
(REACH) regulation of the EU, include those governing chemicals and components used or generated by products or
manufacturing processes, such as per/polyfluoroalkyl substances (PFAS), contained in components and products sourced in
connection with manufacturing and services operations. In addition, some of our operations involve the handling, use,
transportation, and disposal of radioactive and hazardous materials, including nuclear fuel, nuclear power devices, and their
components. We are subject to international, federal, state, and local regulations governing the handling, use, transportation, and
disposal of such materials.
Some of our businesses are subject to product regulatory regimes specific to their sector. In particular:
◦Nuclear. Our nuclear products and technologies are regulated through country-specific laws and regulations and are
subject to various safety-related requirements. In the U.S., the U.S. Nuclear Regulatory Commission (NRC) oversees the
licensing, permitting, and decommissioning of nuclear sites, and in Canada, the Canadian Nuclear Safety Commission
regulates the use of nuclear energy and materials to protect health, safety, and the environment. Our Nuclear business’s
standard process is to work with the national regulatory commissions in order to comply with all aspects of regulations
from permitting at the time of site selection to decommissioning requirements at the end of life.
◦Offshore Wind. The U.S. Bureau of Safety and Environmental Enforcement (BSEE) is a U.S. federal agency that
oversees the safe and environmentally responsible exploration and development of U.S. offshore energy resources. Our
Offshore Wind business is subject to BSEE regulatory oversight and enforcement in connection with the Vineyard Wind
offshore wind farm off the coast of Massachusetts. The Health and Safety Executive (HSE) is the authority that oversees
health and safety issues in the offshore energy sector in England, Wales, and Scotland. The Marine Management
Organisation (MMO) oversees environmental issues affecting the offshore energy sector in the United Kingdom. Our
Offshore Wind business is subject to HSE and MMO regulatory oversight and enforcement in connection with the Dogger
Bank offshore wind farm off the coast of England. For Dogger Bank, we are the manufacturer and supplier of our
Haliade-X.
◦Electrification Software. Our Electrification Software business builds software and solutions that enable our customers to
use data and technology to, among other things, orchestrate reliable and efficient power transmission and delivery.
Beyond delivering innovative solutions that provide grid resiliency such as GridOS, our Electrification Software business
has made significant investments in compliance programs and security systems, allowing our products and services to
comply with the applicable privacy, data, and cybersecurity regulations.
◦Financial Services. In connection with certain business activities, an entity of our Financial Services business has
registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (Advisers Act),
and another entity has become a registered broker-dealer under the Securities Exchange Act, as amended (Exchange
Act), and a Financial Industry Regulatory Authority (FINRA) member firm. These registered entities are subject to a
number of laws and regulations from the SEC, FINRA, and state securities regulators, as applicable, which impose
various compliance, disclosure, qualification, recordkeeping, reporting, and other requirements. In addition, under the
Advisers Act, our registered investment adviser entity has fiduciary duties to its clients, is subject to restrictions on its
ability to engage in principal and agency cross transactions, and may be inspected by the SEC to determine whether we
are conducting our activities in compliance with applicable law.
•Participant in the Global Energy Supply Chain. As a participant in the global energy supply chain, our businesses and
operations must comply with global sanctions regimes, as well as an increasing number of global laws and regulations that extend
to our sourcing, purchasing, and life cycles. Our import activities are governed by the unique customs laws and regulations in each
of the countries where we operate. Pursuant to their laws and regulations, governments may impose economic sanctions against
certain countries, persons, and entities that may restrict or prohibit transactions involving such countries, persons, and entities,
which may limit or prevent our conduct of business in certain jurisdictions. The scope of these regulations extends to product
circularity and extended producer responsibility, sustainability disclosure requirements such as the EU Corporate Sustainability
Reporting Directive (CSRD), carbon emissions (including the EU Carbon Board Adjustment Mechanism), labor and employment,
deforestation (such as the EU Deforestation Act), human rights due diligence, modern slavery, forced labor, child labor, supply
chain due diligence including the EU Corporate Sustainability Due Diligence Directive (CSDDD), and whistleblower directives. In
addition to complying with such regulations with respect to our own operations, a growing number of sourcing regulations apply
these regulatory requirements across our full value chain, including global regulations about human rights and environmental due
diligence conducted with respect to suppliers.
•Government Contractor. Many of our sales are made to U.S. or foreign governments, regulated entities such as public utilities,
state-owned companies, and other public sector customers. These types of sales often entail additional compliance obligations,
such as public procurement laws. For example, a bidder may be required to demonstrate that it has been active as a local
registered company or has sufficient capitalization or technical qualifications. For contracts with the U.S. federal government, with
certain exceptions, we must comply with the Federal Acquisition Regulation and applicable agency rules, regulations governing
Federal Financial Assistance Agreements, rules and regulations issued by the Office of Federal Contract Compliance Programs,
the Procurement Integrity Act, the Buy American Act, the Trade Agreements Act, and/or presidential executive orders. The U.S.
federal government could invoke the Defense Production Act, requiring that we accept and prioritize contracts for materials
deemed necessary for national defense, regardless of loss in revenue incurred on such contracts. From time to time, we may also
2025 FORM 10-K 10
need to comply with the EU’s Foreign Subsidies Regulation, which imposes mandatory notification and approval requirements on
companies bidding on large public tenders in the EU.
•Global, Publicly Traded Energy Company. As a publicly traded company in the U.S, we are subject to the laws and regulations
of the SEC as well as the rules of the New York Stock Exchange, on which our common stock is listed. As a global enterprise
operating in over 100 countries, we must abide by laws and regulations applicable to entities across many jurisdictions, including
those governing antitrust and competition, as well as:
◦Cybersecurity, Data Privacy, and Artificial Intelligence. We are subject to rapidly evolving laws and regulations governing
cybersecurity and data privacy in many jurisdictions, including those imposed by federal and state regulators in the U.S.,
such as the Federal Trade Commission and state agencies, and the General Data Protection Regulation in Europe. As AI
is an emerging area, we expect to see increased legislation, such as the EU Artificial Intelligence Act, and additional
regulatory obligations across the jurisdictions in which we operate.
◦Anti-bribery and Anti-corruption. The U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act of 2010, the Brazil
Clean Companies Act, China’s Unfair Competition Law, India’s Prevention of Corruption Act, and similar anti-corruption
and anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper
payments to government officials for the purpose of obtaining or retaining business.
•Employer. As an employer of full-time, part-time, seasonal, unionized and non-unionized labor, we are required to create
compensation programs, employment policies, and other administrative programs that comply with the laws of multiple countries.
In addition, there are diverse global regulations regarding our independent and third-party contractor workforce. Our operations
are subject to global labor and employment laws, including minimum wage and living wage laws and directives, wage and hour
laws, health and safety laws such as Occupational Safety and Health Administration (OSHA), immigration laws, and laws relating
to minimum age child labor, modern slavery, and forced labor. Federal and local labor laws also govern our interactions with
employee-representative organizations around the world. We also have significant obligations and liabilities with respect to our
postretirement benefit plans, including pension, healthcare, and life insurance benefits obligations, all of which are subject to
applicable laws and regulations.
These laws and regulations are subject to change at any time. We make the necessary adjustments to our processes in order to maintain
compliance with the regulatory environment impacting all aspects of our businesses. Complying with requirements can impose significant
costs, especially in jurisdictions where we do not have a significant physical presence. See Item 1A. "Risk Factors" for further information
regarding risks and costs associated with such compliance.
AVAILABLE INFORMATION. Our corporate headquarters is located at 58 Charles Street, Cambridge, Massachusetts 02141, and our
telephone number is (617) 674-7555. Our website address is www.gevernova.com. Our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), are available, without charge, on our website, as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our
website is not part of, and is not incorporated into, this Annual Report on Form 10-K or any other filings we make with the SEC. Our website
at www.gevernova.com/investors contains a significant amount of information about GE Vernova, including financial and other information
for investors. We encourage investors to visit this website from time to time, as information is updated, and new information is posted.
ITEM 1A. RISK FACTORS.
You should carefully consider the following risks and other information set forth in this Annual Report on Form 10-K in evaluating GE
Vernova and GE Vernova’s common stock. The risks and uncertainties described below are not the only risks and uncertainties we face.
Additional risks and uncertainties not presently known to us or that we presently deem less significant may also adversely affect our
business.
Risks Relating to Operations and Supply Chain
Quality issues among our products, solutions, and services could cause us to incur significant costs, reduce demand for our
products and services, lead to claims for damages or regulatory actions, and harm our business or reputation. We design,
manufacture, and service sophisticated, software-enabled industrial machinery and infrastructure (including gas turbines, onshore and
offshore wind turbines, grid infrastructure, and nuclear power generation equipment), engineered for demanding conditions and compliance
with stringent certification, performance, and reliability standards. A serious product, solution, or execution failure could result in injury or
death, widespread power outages, suspension of power production or operations, delivery delays, environmental impacts, or other
systemic issues.
Actual or perceived design, production, performance, or other quality issues in new introductions or existing product lines have resulted and
can result in warranty, maintenance, and other damage claims, including costs for project delays, repairs, and replacements, potentially in
significant amounts. These potential impacts are greater where the defects or issues affect an entire product line or component and can be
more pronounced with new technologies.
Developing and maintaining offerings that meet these standards is complex, costly, and technologically challenging and requires extensive
coordination across suppliers and global manufacturing and project sites. Failures to meet these standards, whether actual or perceived,
may result in significant contractual or other claims and regulatory suspensions of installation or operations, with adverse financial,
competitive, and reputational effects. Warranty and quality-related costs have represented, and may in the future represent, a meaningful
portion of our expenses.
2025 FORM 10-K 11
Significant supply chain and logistics disruptions, including volatility in the cost or availability of critical materials and
components, could delay or impact our ability to deliver on customer obligations, increase costs, and expose us to contractual
and reputational risks. We rely on third-party suppliers, contract manufacturers, service providers, and commodity markets for raw
materials, parts, components, and subsystems. Our globally distributed supply chains are subject to economic and geopolitical dynamics,
sanctions, tariffs, import/export restrictions, severe weather events, as well as other factors. We operate in a supply-constrained
environment and have experienced, and may continue to experience, shortages of materials and skilled labor, inflationary pressures,
transportation and logistics challenges, and manufacturing disruptions that affect revenues, profitability, cash flow, and on-time fulfillment.
While we pursue mitigation measures, such as long-term supply agreements, dual-sourcing, increased inventory levels, factory capacity
expansion, lean initiatives, alternative logistics, product or component redesign, and cost-sharing with customers and suppliers, supply
chain pressures are expected to persist and may continue to adversely affect our operations and financial performance. Certain inputs are
limited or sole-sourced, concentrated with a small number of suppliers, or primarily available from a single country, including semiconductor
chips and critical materials (such as specialty metals and rare earths). Although prior disruptions have not been material, the inability of a
supplier to deliver, and our inability to secure timely and cost-effective alternatives, could impair our ability to manufacture products or
provide services.
Our operations may be adversely affected by delivery delays, capacity constraints, upstream or downstream production disruptions, price
spikes, cyber-related attacks, or decreased availability of materials and commodities arising from war or other hostilities, natural disasters,
public health emergencies, increased tariffs or trade restrictions, or other business continuity events. Supplier nonperformance or
underperformance could impact our ability to fulfill customer commitments, trigger contract terminations or liability, and impair our
competitiveness.
We depend on multiple forms of transportation and transportation routes. Logistics can be disrupted by weather, strikes or lockouts,
inadequate infrastructure or port capacity, hostilities, terrorism, or other events, and transportation costs can be volatile. Any of these
factors could impede our ability to deliver quality products, solutions, and services and have a material adverse effect on our results of
operations, cash flows, and financial condition.
Disruptions or capacity constraints at our manufacturing and operating facilities could delay deliveries, increase costs, damage
customer relationships, and limit our ability to meet demand for our products and services, and planned capacity expansions
may not result in the benefits we expect if demand does not meet expectations. We depend on our global production and operating
network to develop, manufacture, assemble, supply, and service our offerings. Disruptions such as work stoppages, labor shortages,
import/export restrictions, significant public health or safety events, severe weather or natural disasters, financial distress, unplanned
downtime, manufacturing deviations or quality issues, production constraints, equipment failures, cybersecurity attacks, and geopolitical
dynamics can interrupt our operations, with risks heightened in certain emerging markets.
We also rely on our production facilities for critical components. If disturbances at these locations prevent us from producing sufficient
quantities, we may need to source more from external suppliers, which could introduce delays, quality control issues, or additional costs.
A significant event affecting any of our production or operating facilities, particularly when capacity is at or near full utilization or alternative
sites are unavailable, may disrupt our ability to supply customers, require us to defer or decline orders, or cause late deliveries. Expanding
our capacity to meet current or future demand or support new products requires significant capital investment and lead time and may be
delayed in execution.
Further, our capacity expansions and related commitments may outpace realized demand. We make capacity expansion decisions and
supply commitments based on demand forecasts, orders, slot reservation agreements, and deposits. If anticipated demand is delayed or
does not materialize, orders may be deferred, reduced, or canceled and slot reservation agreements may not result in orders. As a result,
we could be over-invested in our facilities and could incur excess or idle capacity, under-absorption of fixed costs, production inefficiencies,
inventory build and write-downs, penalties under supply agreements, lower margins, and impairment of long-lived assets.
Risks Related to Managing Growth and Competition
We may fail to achieve anticipated cost savings. Achieving our long-term financial and cash flow goals depends on our ability to
effectively manage operating costs. Because many costs are affected by factors outside our control, we rely on productivity initiatives
(including lean operations and supply chain management) to drive savings, but there is no assurance they will succeed. Expected savings
are based on estimates and assumptions that are inherently uncertain and subject to business, economic, and competitive factors. If we
cannot identify, implement, and sustain initiatives that effectively manage costs and increase operating efficiency, or if implemented
initiatives fail to generate expected savings, our financial results and cash flows could be adversely affected and we may fail to achieve our
financial goals.
We may fail to execute and accurately estimate long-term service obligations. We enter into long-term service agreements with many
of our customers in connection with significant contracts for the sale of products. Profitability under these agreements, particularly in Gas
Power, depends on our ability to execute and estimates of product durability and reliability, our costs to deliver products and services over
time, and the availability of cost-reducing materials, technology, and skilled technicians. Under such agreements for our long-cycle
businesses, errors in estimating, planning, or execution may cause us to miss delivery, cost, or financial performance targets, leading to
excess costs, inventory build (including obsolescence), lower profit margins and cash flows, loss contracts, and erosion of our competitive
position.
We may fail to compete successfully in the highly-competitive global markets in which we operate. We operate in highly competitive
domestic and international markets, and our products, solutions, and services face significant pressure on technology, quality, delivery, and
price. Remaining competitive requires continual development of advanced technologies and product enhancements, as well as cost-
effective supply chain, production, and delivery. If we change strategic priorities or fail to anticipate or respond quickly to technological
developments, evolving industry standards, new regulations or incentives, changing customer demands, supply chain disruptions, or
innovations in production techniques, we could experience lower revenues, price erosion, reduced margins, and forgone growth
opportunities. Competition has intensified as existing participants expand internationally and as new entrants, including manufacturers from
2025 FORM 10-K 12
regions such as China, improve quality and reliability and pursue markets outside their home countries. Some competitors are government-
sponsored, which may provide them with an advantage over us, such as access to more resources. In addition, global competition
increasingly depends on innovation in emerging technologies, including nuclear fuels and advanced energy systems, where failure to
innovate could limit our ability to participate in new markets. Further, government policies and actions may impact us more adversely
compared to competitors whose operations are more limited in scope or geographic exposure. If we are unable to continue to compete
successfully against our current or future competitors in our core businesses, we may experience declines in revenues and industry
segment share.
Our business success is dependent upon our ability to innovate and successfully commercialize new technologies in fast-
changing markets, and manage our product cycles. We operate in industries where technology and customer needs evolve rapidly, and
our growth and business depend on developing and bringing to market new products, solutions, and services. The commercial success of
technologies such as small modular or other advanced nuclear power, hydrogen-based power generation, carbon capture and
sequestration, and grid-scale batteries or other storage solutions depends on factors including the pace of innovation; development costs;
capital resource availability; the intensity of competition; our customers’ ability to obtain and maintain required permits or certifications; the
effectiveness of our production, distribution, and marketing, including our ability to successfully deploy technologies intended to cost-
effectively enhance our production, such as robotics and automation, and integration of AI; the availability of raw materials and
components; our supply chain; the economics for customers to deploy and support these technologies; overall market demand and
acceptance; and the timing of market entry.
Global competition increasingly depends on innovation in emerging technologies, including nuclear fuels and advanced energy systems,
where failure to innovate could limit our ability to participate in new markets. Failure to cost-effectively innovate and commercialize
technologies, products, solutions, and services our customers demand could adversely impact our competitive position, growth, and
financial results and position. Rapid innovation can shorten product cycles and accelerate market introductions, increasing quality and
execution risks, raising costs, and challenging profitability for new products. These risks are heightened in our Nuclear Power business,
which is constructing small modular reactors. Due to the nascent nature of the industry and higher ramp-up costs, new product
introductions could result in losses in the near and long term. Further, breakthrough technologies deployed at scale by competitors may
reduce the demand for legacy products and technologies.
We may not realize the benefits we expect from our strategic transactions. Our strategy includes acquiring technologies and
businesses that expand, enhance or complement our portfolio through acquisitions, minority equity investments, joint ventures, and other
alliances, and divesting non-core assets or businesses and reinvesting any proceeds in our core businesses. Success depends on
identifying suitable opportunities and synergies, conducting effective due diligence, negotiating favorable terms, obtaining required
approvals, closing transactions, effectively integrating acquired businesses or separating divested operations, and collaborating well with
any joint venture participants, partners, and equity co-owners.
Strategic transactions may expose us to risks and uncertainties, including competition driving higher prices or less favorable terms; delays,
costs, or failures in integration or separation of assets, people, systems, and products; noncompliance with multi-jurisdictional laws,
regulations, disclosures, and filings; operational disruption and management distraction from core operations; dependence on external
capital and financing availability and cost; antitrust or other regulatory reviews, conditions, or adverse rulings; legacy noncompliance or
violations at acquired companies; inability to scale production or loss of distribution channels; inadequate IP rights or heightened scrutiny of
acquired IP, or systems integration and transition complexities; failure to achieve expected growth, cost savings, synergies, or market
acceptance; due diligence gaps or unidentified/underestimated liabilities; successor liability for pre-acquisition conduct; inadequate
compliance and risk management organization and infrastructure at acquired companies; retained liabilities or continued losses after
divestitures; loss of key customers or personnel; and adverse market reactions and stock price volatility.
Assessments and assumptions supporting a transaction may prove incorrect, and actual outcomes may differ significantly from
expectations. In joint ventures and other strategic alliances, we may share ownership and, in some cases, management with others whose
objectives, priorities, or resources may differ from ours, increasing governance and execution risk. Further, any such joint venture or other
strategic alliance, may restrict us from taking certain actions in our business and we may be limited in our ability to exit such arrangements
if we later desire to do so.
Divestitures may be delayed or prevented by difficulties finding buyers or by regulatory, governmental, or contractual constraints, including
provisions of the Separation and Distribution Agreement described under “Certain Relationships and Related Person Transactions—
Agreements with GE" in Part III, Item 13 of our annual report on Form 10-K for the year ended December 31, 2024, as incorporated by
reference from our definitive proxy statement relating to our 2025 Annual Meeting of Stockholders filed with the SEC pursuant to Regulation
14A. 
Joint ventures, consortiums, and other third-party collaborations expose us to partner, governance, compliance, and financial
risks that could impose additional costs and obligations, cause reputational harm and adversely affect our business, results of
operations, cash flows, financial condition, or prospects. We have entered, and expect to continue entering, into joint ventures for
manufacturing, commercial operations, and project development and funding, and into consortium arrangements to perform projects. These
arrangements involve risks, including exposure to the economic, political, legal, and regulatory environments of partners’ jurisdictions; legal
or regulatory violations by partners outside our control; and contractual, governmental, or exclusivity obligations that may restrict our
operations. They may also require us to incur nonrecurring charges, increased expenditures, or disruption to our normal operations. If
partners face financial distress, restructure, or declare bankruptcy, we may be required to provide additional investment or services,
assume responsibility for contract breaches, or take on additional financial or operational obligations, which may expose us to credit risk.
Our influence over joint ventures varies by ownership and negotiated rights, and major decisions often require consensus, creating risks of
impasses and delays where partner interests diverge. Disputes may arise over performance milestones, interpretation of key terms
(including financial obligations and termination rights), or ownership and control of intellectual property developed in the arrangement. We
cannot control partner actions; in some projects we have joint and several liability and cannot ensure partners will satisfy their
responsibilities. These arrangements may also restrict our access to cash flows or assets of a joint venture, and some joint ventures are
2025 FORM 10-K 13
subject to governmental limitations on cash distributions. Consortium project outcomes depend on partner performance. Partners may
block or delay critical decisions, pursue strategies contrary to our interests, or fail to fulfill obligations, reducing expected returns. We may
need to provide or procure additional services to compensate for such failures, which can increase costs and expose us to reputational
harm and customer or counterparty complaints. Any of the foregoing could materially adversely affect our business, results of operations,
cash flows, financial condition, or prospects.
Risks Related to our Customers and Industry Dynamics
Issues with grid connectivity and customers’ ability to sell generated electricity could delay projects, reduce output, demand and
revenues, increase costs, and cause reputational harm. Many of our customers, projects, and offerings depend on timely grid
connection. Factors beyond our control, including regulatory and permitting requirements and delays, interconnection constraints, limited
land for connection infrastructure, and system failures, may impede or prevent grid connection. If customers cannot obtain grid access or
agreements to sell their electricity on reasonable terms and timelines, order timing and project milestones may be delayed. Grid connection
and operations are governed by statutory and regulatory frameworks intended to ensure safety and stability, but transmission constraints
and operating practices can lead to curtailment (e.g., congestion, limited transmission capacity, or dispatch restrictions). Unplanned project
execution or commissioning challenges due to delays from construction, contractors, or severe weather issues (e.g., wind speed or
direction) can further delay project execution leading to reduced electricity output, reduced demand for our products and solutions,
increased costs for us and our customers, and reputational harm.
Our failure to manage customer and counterparty relationships and contracts could adversely affect our financial results. Our
success depends on delivering in accordance with contractual requirements and anticipating changes in customer and counterparty needs.
Customers and counterparties, including those undertaking large infrastructure projects, may delay or cancel purchases or be unable to
meet their obligations due to business deterioration, cash flow constraints, reduced availability of financing for certain technologies (such as
prohibitions on financing for fossil fuel–based projects), macroeconomic conditions, changes in law or policy, disputes, or other delays. If a
major customer reduces purchases, ceases doing business with us, favors competitors or new entrants, or changes purchasing patterns,
our business could be harmed.
Many of our contracts are complex and contain warranty, performance, delivery, and availability provisions that can trigger significant repair
or replacement costs, penalties, liquidated damages, or other unanticipated expenses if we fail, actually or allegedly, to meet specifications
or schedules. For example, in our Wind business, delays in assembling and delivering critical components (such as nacelles) or other
noncompliance with contract terms have increased costs, presented litigation risks, and exposed us to damages, and we may experience
similar delays and possible consequences in the future. Warranty costs and contract-related penalties have represented, and may in the
future represent, a meaningful portion of our expenses.
We also contract with U.S. and non-U.S. governmental and government-affiliated entities, which may delay, modify, or terminate contracts if
funding or support is unavailable. Collecting receivables can be more challenging with sovereign or state-owned customers and in
emerging markets.
Engaging in new types of transaction structures or unique contractual relationships with nontraditional customers, such as hyperscalers,
government departments focused on energy, or other first‑time counterparties, or with new contracting approaches adopted by traditional
customers, may challenge our ability to effectively negotiate and manage our relationships. Due to our limited experience with such
customers, counterparties, and contracting parties, we may fail to anticipate or control the unique expectations, costs, and operational
complexities associated with such arrangements. Some counterparties may have limited operating histories, different contracting practices,
or weaker credit profiles. They may depend on external financing, subsidies, or project milestones, and may delay payment, seek to
renegotiate terms, or default. Further, some counterparties to slot reservation agreements may not place orders equal to the value of their
reservation amount or at all, and the volume of orders we expect under such agreements may fail to materialize.
Our ability to maintain our investment grade credit ratings could affect our ability to access capital, increase our interest rates,
and limit our ability to secure new contracts or business opportunities. Our commercial relationships and competitive positioning rely
on maintaining corporate investment grade credit ratings, which are evaluated by major rating agencies. Any downgrade could increase the
cost of existing or future indebtedness, constrain borrowing and bonding capacity or worsen terms, and limit or prevent access to capital on
competitive terms. Adverse rating actions may also reduce our ability to secure new contracts and business opportunities and limit our
ability to maintain and obtain supply sources and customers.
Fixed‑price customer contracts expose us to reduced margins and project loss risks if costs exceed expectations. We enter into
contracts that commit to a fixed price well before project completion. However, actual revenues and costs may differ from estimates due to
factors that are difficult to predict or control, which include: procurement challenges and schedule disruptions on large projects; product
performance failures; unforeseen site conditions; rejection or termination clauses in contracts that reduce revenue or increase costs;
inability to be compensated for additional work arising from unanticipated technical issues or deficient customer‑provided designs,
engineering information, products, or materials; inaccurate estimates based on historical data under current conditions (e.g., inflation, labor
and material cost increases); weather and other force majeure events that cause delays or productivity losses; contractual obligations to
pay liquidated or other damages for failure to meet schedule or performance requirements; difficulties engaging or overseeing third‑party
subcontractors, manufacturers, or suppliers, or their underperformance or nonperformance, resulting in delays and added costs; and
project modifications or change orders that create unanticipated costs or delays and potential claims or disputes. Any of these factors can
reduce our margins or result in project losses. Cost overruns and related penalties have represented, and may in the future represent, a
meaningful portion of our expenses.
We may not be able to access the capital and credit markets or obtain other financing on terms that are favorable to us, or at all.
Our business depends on the availability of financing. Capital and credit markets can experience volatility and disruptions that reduce
liquidity and increase borrowing costs. Although we maintain a $3.0 billion committed credit facility and a $3.0 billion committed trade
finance facility, there is no assurance these will be sufficient for our needs, and we may need additional capital markets financing. Factors
beyond our control, including domestic and international economic conditions, increases in benchmark interest rates and credit spreads,
2025 FORM 10-K 14
changes in banking and capital market regulations, and market risk repricing, could limit or increase the cost of financing. Adverse market
conditions or credit rating changes could impair our access to capital on acceptable terms or at all. These conditions may also hinder our
customers’ and suppliers’ ability to obtain debt, guarantees, trade finance, or hedging, negatively affecting our business. In addition, our
customers’ projects often require co-financing through project development loans, structured debt, or equity investments. Such financing
arrangements may be unavailable or more costly than anticipated, which could limit our ability to bid for projects and adversely affect
financial results, cash flows, and returns.
Risks Related to the Energy Transition
We are subject to decarbonization and energy-transition dynamics, including shifting policies, market economics, and
technology trajectories. We must anticipate and respond to market, technological, regulatory, governmental policy, and energy security
changes driven by decarbonization and energy transition dynamics. For example, increased policy support for fossil fuels or the rollback or
suspension of renewable-supportive policies could reduce demand for our renewable and other decarbonization products and services.
Conversely, as a supplier to the power generation sector, falling renewable costs and evolving stakeholder expectations can reduce
demand for and the competitiveness of sales of new gas turbines and service for unabated gas plants.
Continued increases in renewables’ share of capacity additions and generation, depending on pace and timing, could materially affect our
Power segment and consolidated results. Key uncertainties include the level and timing of government subsidies and credits (including the
implementation of U.S. and global policies), regulatory and permit approval timeframes, level of price competition among manufacturers,
competition from solar and other technologies, deprioritization of renewables, the pace of grid modernization needed to maintain reliability
with higher renewables penetration, and industrywide pressure on profitability.
Our long-term success depends on addressing both electrification and decarbonization by adapting our portfolio and scaling less carbon-
intense and lower carbon technologies (such as gas as a replacement for coal, small modular or other advanced nuclear reactors,
hydrogen-based power generation, carbon capture and sequestration, and grid-scale storage). These transitions require substantial
investments by us and third parties in grids, infrastructure, R&D, and new technologies, and depend on timely governmental and regulatory
support, incentives, and market design. If we do not succeed, or are perceived to not succeed, to advance our electrification and
decarbonization objectives, or if investors and financial institutions shift funding away from certain types of generation, our and our
customers’ access to capital could be negatively affected. Government actions may also affect these dynamics in unforeseeable ways.
Developing new high-technology products and enhancing existing offerings to address dynamic energy markets is complex, costly, and
uncertain, and strategies or investments may not be commercially successful within expected timeframes or at all. If the decarbonization
landscape evolves faster or differently than anticipated, demand for our products, solutions, and services could be adversely affected.
Changes in energy, environmental, and tax policies may reduce demand for our products and undermine project economics. Our
businesses benefit from government incentives and policies supporting utility-scale renewable energy (e.g., tax incentives). In addition,
regulatory policies influencing renewable energy mandates and grid integration standards directly impact the demand for wind energy.
Reductions, elimination, suspension or adverse modifications have and could in the future limit markets for new projects, reduce returns on
projects or manufacturing, lead to project abandonment, or impair investments. Eligibility and structuring rely on legal and regulatory
guidance, which is subject to uncertainty, potential modification (possibly retroactive), and governmental audit challenge. Repeal,
modification, suspension or unfavorable interpretations could reduce available credits, require changes to tax equity arrangements, or force
alternative funding, adversely affecting our business and financing.
Separately, changes to environmental regulations and enforcement could increase costs or impede sales. For example, broader
greenhouse gas regulations and carbon pricing could increase compliance costs for us and our customers. While such policies can
increase demand for decarbonization technologies we are developing (e.g., hydrogen and carbon capture capabilities for our gas turbines
and direct air capture), they may also impose significant compliance burdens that adversely affect our business and may reduce demand
for our offerings.
Demand for certain of our products, solutions, and services, particularly in our Power segment, depends on oil and gas regulatory policy,
prices, and global and regional supply and demand, all of which are largely outside our control. More stringent regulations and
commitments stemming from international initiatives could increase production costs, reduce oil and gas demand, and curtail investments
in gas turbine generation; further, if renewable energy or other alternatives become more affordable than gas, customers may switch away
from gas-fired solutions. Periods of elevated prices and volatility can contribute to economic slowdowns and prompt countries dependent
on oil and gas revenues to reduce investment in oil and gas, power generation, and transmission projects, lowering demand for our
offerings.
Risks Related to Macroeconomic and Geopolitical Factors
Operating globally, especially in emerging markets, creates complex legal, regulatory, and compliance risks. We operate across
diverse legal and regulatory systems in approximately 100 different countries and, as a result, are subject to varying requirements,
procedures and standards, including country-specific regulatory regimes relating to anti-corruption and anti-bribery laws, tax, trade controls,
environmental, employment and labor requirements, sustainability, product safety, liability and design regulations, human rights laws, and
privacy, data protection and cybersecurity laws. Further, we expect increasingly stringent environmental and safety standards across
diverse global jurisdictions, including potential liabilities related to chemicals such as PFAS, that could affect product design, manufacturing,
servicing, and financial results across various jurisdictions.
Navigating a variety of legal and regulatory regimes, which may evolve and be interpreted differently across jurisdictions, including on an
extra-territorial basis, increases the complexity of compliance. Risks in emerging markets may be particularly complex due to less mature
regulatory frameworks, inconsistent and aggressive enforcement, and heightened exposure to geopolitical and economic volatility, which
can amplify the challenges of maintaining compliance across our global operations. Any actual or perceived failure to comply with relevant
laws, regulations, or standards could damage our reputation and customer relationships, and expose us to investigations, inquiries,
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litigation, or other proceedings initiated by governmental entities, customers, or individuals. Such actions could result in significant fines,
sanctions, penalties, awards, or judgments, all of which could negatively affect our business and operating results.
Further, as a global employer in more than 100 countries of permanent and fixed-term contract employees, contingent workers and
contractors, we must design and maintain compensation programs, employment policies, cybersecurity and other intellectual property
protections, compliance programs, and other administrative frameworks that align with the laws of multiple countries. Shifting requirements
and interpretations may influence how we structure our operations and investments, and can lead to rising costs, including those
associated with organizational changes and protective measures. We implement, communicate, audit and monitor, and enforce group-wide
standards and practices across our businesses to address these risks; however, these efforts may not be successful. We are also
responsible for communicating, monitoring, and upholding group-wide directives across our global network, including among suppliers,
subcontractors, and other relevant stakeholders. Failure to manage our geographically diverse operations in light of these challenges could
impair our responsiveness to changing conditions and our ability to enforce compliance with group-wide standards and applicable
requirements.
Major events beyond our control, such as natural disasters, the physical effects of climate change, pandemics, and others, may
increase our cost of doing business or disrupt our operations. Natural disasters, fires, tornadoes, tsunamis, hurricanes, earthquakes,
floods, severe weather, product failures, and power outages in regions where we, our customers or our suppliers operate can damage
facilities. In addition, the physical effects of climate change include increased frequency and severity of significant weather events, natural
hazards, rising average temperatures and sea levels, and long-term changes in precipitation. These events and conditions can disrupt our
operations and those of our customers and suppliers, damage project sites, cause partial or complete plant or distribution center closures,
delay logistics and transportation to project sites, and contribute to supply chain disruption and market volatility. Changes in temperature
and precipitation can also affect electricity demand patterns. Public health crises, epidemics or pandemics can prevent employees,
contractors, suppliers, customers, and other partners from conducting business due to shutdowns, travel restrictions, or other governmental
actions, and may otherwise impair operations. Any of these effects could adversely impact our business, results of operations, cash flows,
and prospects. Insurance may not cover all losses from these events or may become more costly or less available, and our disaster
recovery and business continuity plans (including for information technology systems) may not fully mitigate the impact of these events.
Geopolitical events beyond our control may impact or increase our cost of doing business or disrupt our operations. Events such
as armed conflicts, acts and threats of terrorism, civil unrest and political and economic instability in regions where we, our customers or
our suppliers operate can damage facilities, cause partial or complete plant or distribution center closures, disrupt component supply,
damage infrastructure and delay transportation to project sites. The broader consequences of geopolitical and terrorism threats, which may
also include sanctions that prohibit our ability to do business in specific countries, embargoes, restrictions on repatriation of funds, the
potential inability to service our remaining performance obligations, and potential contractual breaches and litigation, regional political and
economic instability and geopolitical shifts, and the extent of any such threats effect our business and results of operations as well as the
global economy, cannot be predicted. Geopolitical conflicts also contribute to volatility in financial markets, energy costs, and commodity
prices. If global economic and market conditions were to deteriorate, we may experience material harm to our business, operating results,
and financial condition.
Risks Relating to Policy, Government Regulations and Legal Matters
Failure to meet expectations, standards, or our goals for sustainability could harm our business and reputation. Certain of our
regulators and stakeholders focus on ESG topics, including emissions and climate risk, inclusive employment, responsible sourcing, human
rights, and governance. We have set sustainability goals aligned with these objectives, but our ability to accomplish them presents
numerous operational, regulatory, financial, legal, and other challenges, several of which are outside of our control. Perceived deficiencies
in our sustainability policies or performance, or unfavorable ESG ratings of our voluntary disclosures (e.g., under the Global Reporting
Initiative, the Sustainability Accounting Standards Board, and recommendations issued by the Financial Stability Board’s Task Force for
Climate-related Financial Disclosures), could negatively affect investor sentiment, our stock price, and our cost of capital. Regulatory
requirements are frequently changing, including EU CSRD, EU Taxonomy, and EU CSDDD, and U.S. state-level requirements. Given our
extensive disclosures about our sustainability framework and goals and notwithstanding efforts we undertake to manage those disclosures
appropriately, we also face increasing risks of allegations of inaccurate or misleading ESG statements. Failure to meet our goals or comply
with evolving requirements could lead to penalties, supply chain disruption, operational restrictions, product redesign investments, carbon
offset purchases, competitive disadvantages, reputational harm, talent attraction and retention challenges, and heightened scrutiny or
enforcement.
International trade policies could limit market access, disrupt supply chains and operations, raise costs, and harm our
competitiveness. Changes globally in various countries’ international trade and investment policies have increased and may in the future
increase our costs and could meaningfully reduce demand for our offerings or restrict our ability to sell, manufacture, and transport to or in
certain countries. Changes to tariffs, import/export controls, trade barriers, inflation, sanctions, licensing and authorization requirements,
restrictions on outbound or inbound investment, inspections, cash and exchange controls, buy-national policies, local production
requirements, supply chain impacts, and/or other barriers to entry have been and could in the future be disruptive and costly to us and our
supply chain and adversely affect our results, creditworthiness, cash flows, and prospects. Failure to comply with such policies could
increase our exposure to regulatory enforcement actions or penalties. Global or regional economic conditions and government policies may
change in ways we do not anticipate. In addition, our responses to mitigate the impact of these conditions, such as potential price
increases, could negatively impact our sales volume, market share, or relationships with our customers.
Failure to obtain, maintain, or comply with approvals, licenses, and permits could disrupt operations and growth. Parts of our
business require international, federal, state, and local approvals, licenses, and permits that may be denied, revoked, suspended, modified,
delayed or not renewed, or made more onerous. Noncompliance leads to suspended operations, curtailed work, penalties, and other
sanctions. For example, our U.S. nuclear operations are regulated by the NRC; failure to obtain or renew NRC licenses could significantly
disrupt our nuclear business. Obtaining and renewing approvals, licenses or permits can involve extended delays or suspensions and has
and may in the future be jeopardized by noncompliance, violations, or community and political opposition, resulting in substantial costs.
Heightened climate concerns and activism may slow approvals for fossil fuel-related activities in certain regions where we sell our products,
2025 FORM 10-K 16
affecting associated offerings. New or amended laws or changed enforcement may require additional approvals, facility, labor or product
adaptations, leading to substantial costs. Our customers and suppliers are also subject to such approvals; their failures or difficulties in
obtaining or complying with them may hinder our ability to provide products and services and execute projects.
Compliance with EHS laws and regulations could result in significant costs, sanctions, operational restrictions, and reputational
harm. We are subject to extensive EHS regulations worldwide, including, for example, hazardous chemical handling laws, and may incur
liabilities for personal injury, property damage, and health risks from exposures to hazardous substances, processes, or working conditions
at current or former facilities, including from third-party contractor activities. Real or perceived safety issues can be costly, damage our
reputation, divert management attention, and jeopardize our ability to operate in certain jurisdictions. We have and may in the future
continue to face increased regulatory oversight and operational suspensions at our projects. We invest significant amounts to maintain
policies and procedures designed to comply with EHS regulations, and we may need to invest increased amounts in the future if there are
material changes in EHS regulations or in their interpretation or application or in potential environmental liability exposures. In some
jurisdictions, environmental laws can impose strict, joint, and several liability for investigation and remediation, including for conduct
compliant at the time or caused by others. We are subject to governmental safety-related requirements globally, including the U.S.
Department of Energy and the NRC; noncompliance could lead to increased oversight, fines, or shutdowns. Changes to security and safety
requirements could necessitate substantial expenditures.
For our nuclear operations, the handling of radioactive and hazardous materials exposes us and our customers to regulation, attendant
costs and delays, and potential liabilities. Improper handling could cause personal injury, environmental contamination, property damage,
and harm to surrounding communities. Accident severity may depend on the nature of the event, speed of corrective action, and factors
beyond our control (such as weather). Releases may damage or destroy property, depress property values, injure people, and require
costly response actions. Activities of contractors, suppliers, or other counterparties involving these materials may also expose us to
contractual or legal liability. We are subject to international, federal, state, and local regulations that are complex and frequently change;
new or stricter requirements, changed interpretations, or newly discovered contamination could require material expenditures or create
unanticipated liabilities. Contractual protections and insurance may not be effective in all cases or cover all liabilities; defense costs and
damages resulting from an accident or release (including those associated with a precautionary evacuation) could adversely affect our
results, cash flows, and financial condition.
Claims, litigation, regulatory proceedings, and enforcement actions could be costly, disruptive, and unpredictable. We are, in the
ordinary course of business, regularly subject to claims, lawsuits, regulatory proceedings, inquiries, investigations, and enforcement actions
involving customers and their insurers, employees, joint venture and consortium participants, subcontractors, suppliers, and government
agencies. We also face legacy risks associated with previously owned businesses or acquired businesses or liabilities assigned to GE
Vernova in its Spin-Off from GE. Customers have asserted, and may assert in the future, contractual or other claims related to product
performance, design, delivery, or commercial terms, among other claims. Given our size, the nature and type of our products, services, and
contracts, large and long-duration projects and long-term relationships, claims can be significant. Global customs and anti-corruption
enforcement (e.g., under the U.S. Foreign Corrupt Practices Act) is unpredictable, and in such proceedings, we have incurred, and may in
incur in the future, liability for actions beyond our control, including with respect to prior actions taken by others we have assumed by
acquisition or by assignment in connection with the Spin-Off. These proceedings may limit our access to financing from, or being involved
with projects funded by, multilateral development banks, the World Bank, and other sources of financing. Outcomes are uncertain; plaintiffs
and regulators may seek injunctive relief or very large or indeterminate amounts, and potential losses may remain unknown for extended
periods. Initial claims in commercial disputes can be large even if ultimate liability is lower, and plaintiffs may seek punitive, consequential,
or other damages. Defense can be costly and distract management from the operation of the business. We may incur significant defense
costs and payments or be required to alter operations, adversely affecting results, cash flows, and financial condition. Insurance may not
cover all liabilities or amounts and premiums may rise. See Note 22 in the Notes to the consolidated and combined financial statements for
further information on material pending legal proceedings.
Noncompliance with antitrust and competition laws could result in fines, sanctions, business restrictions, and reputational harm.
Antitrust and competition laws prohibit conduct deemed anti-competitive (e.g., price fixing, bid rigging, cartels, price discrimination,
monopolization, tying, anti-competitive acquisitions, and market allocation). Authorities may impose fines, sanctions, restrictions, or
conditions on our business, and violations can lead to suspension or debarment from certain contracts or transactions. The risk of
investigation or enforcement may also chill or inhibit business activities. Many jurisdictions provide private rights of action for damages.
Increased scrutiny or enforcement in this area could harm our business and reputation and result in increased compliance or defense
costs.
Noncompliance with government contracting and procurement laws and rules could result in penalties, contract loss, or
debarment. We sell to government entities globally and are subject to laws and rules governing government contracts and public
procurement, which differ from private contracting and may impose additional risks and liabilities, including local presence, local
manufacturing or sourcing, and technology or IP transfer requirements. Governments have a broader array of criminal, civil, administrative
and other penalties than are available in purely commercial contract disputes. 
Many government entities can terminate contracts for convenience or for default and their ongoing business with us may be subject to
legislative or executive funding approvals. Termination or funding changes could reduce expected revenues; a default termination could
trigger penalties and reprocurement costs.
We are subject to audits, investigations, and oversight; ensuring compliance imposes costs, and authorities may conclude our practices are
noncompliant. Adverse findings could result in civil, criminal, and administrative penalties, damages, disgorgement, exclusion from
programs, reputational harm, delayed or reduced payments, diminished profits, operational curtailment or restructuring, contract
terminations, or suspension/debarment.
Failure to comply with financial services regulations or manage conflicts of interest could result in enforcement actions and
reputational harm. Certain affiliates are a broker-dealer or a registered investment adviser, providing fee-based arranging and syndication
of securities, advisory and structuring, and investment management (including tax equity). These activities may present conflicts of interest
2025 FORM 10-K 17
because they often involve investments in large energy infrastructure projects to which our businesses sell equipment and services,
potentially leading to litigation or regulatory actions. Broker-dealers are regulated by the SEC and FINRA under the Exchange Act and
FINRA rules; investment advisers are regulated by the SEC under the Advisers Act. These regimes are extensive and evolving, and
complying with them, or failing to comply, could be costly, time consuming, and disruptive.
Risks Related to Technology, Cybersecurity, Data Privacy & Intellectual Property
We may fail to secure, successfully deploy, and protect our IP or defend against third party IP claims. We may be unable to secure,
successfully deploy, and protect our IP rights. IP laws and enforcement requirements and standards vary by jurisdiction. In some countries
where we do business, there are limited protection or effective remedies. Protecting proprietary technology is difficult and costly, and IP
disputes are complex and unpredictable.
From time to time, third parties allege that our offerings violate their IP rights. To resolve or avoid such claims, we may seek licenses that
are costly or unavailable on acceptable terms, if at all. Failure to obtain necessary licenses could result in financial damages or injunctions
that restrict our business. Any settlement or license may limit our ability to use or protect our own IP in the future. We do not maintain
insurance for IP claims, and any IP dispute—regardless of merit—could require significant financial and management resources.
Our pending and future IP applications may not issue, and any issued rights may be narrower than expected, challenged, invalidated, held
unenforceable, or circumvented. Competitors may infringe, misappropriate, or otherwise violate our IP; both our ability to detect it and the
available remedies may be limited. In addition, our contracts with customers and other third parties often include indemnification or similar
obligations for certain third-party IP claims; we may be unable to limit our liability and could face significant indemnity payments or
damages for alleged contractual breaches. If we fail to obtain and protect our IP, secure necessary licenses and approvals, and defend
against third-party IP claims, our competitiveness may be harmed and we may incur liabilities.
We do not own GE trademarks and use them under a license agreement that, if terminated, could require costly rebranding and
other actions. We do not own the GE trademark or logo. We use them under a Trademark License Agreement with GE, in combination
with our Vernova trademark. GE owns and controls the GE brand, and its integrity and strength depend on how GE and other GE brand
licensees use, promote, and protect it, which are factors largely outside our control. The Trademark License Agreement may be terminated
under certain circumstances. Termination would eliminate our rights to use specified GE marks and could force us to negotiate a new or
reinstated license on less favorable terms or discontinue use of those marks. Loss of these rights would likely require a corporate name
change and significant global rebranding, which could be costly, require substantial management resources, disrupt customer relationships,
and impair our ability to attract and retain customers.
Security or data privacy incidents or disruptions of our or our third parties’ information technology systems could adversely
affect our business. In some of our businesses, we design, build and support software that are embedded in our products and may
operate within our customers’ IT environments and process data. In many jurisdictions, customers and regulators require built in
cybersecurity protections. Techniques used to circumvent cybersecurity protections to gain unauthorized access or sabotage systems are
constantly evolving and increasingly sophisticated, and our measures may not prevent, detect, or mitigate attacks across our installed
base, current offerings, newly introduced products, or legacy technologies still in use.
Global cybersecurity threats, including malware and ransomware, human or technology errors, and attacks by state, state-affiliated actors
or cybercriminal groups, pose risks to us and to our customers, partners, suppliers, and service providers as well as to those of companies
we have acquired. Broader attacks on critical infrastructure could disrupt our operations even if our existing or new systems or products are
not directly targeted. Industry wide third-party incidents continue to increase, and our large supplier base requires ongoing verification of
cybersecurity practices. Growing interconnectedness and shared liability within our ecosystem heighten our exposure to cybersecurity
risks. We also outsource certain cybersecurity functions, use managed service providers, and collaborate with GE during the transition
period that follows our Spin-Off; these arrangements increase risk due to interconnectivity and potential impacts from a cybersecurity
incident.
We handle sensitive, confidential, and personal information in accordance with privacy and security requirements. Security incidents, data
loss, programming or employee errors, social engineering or malfeasance (including by employees or third parties) could result in
unauthorized access, use, disclosure, modification, destruction, or denial of access to information, as well as defective products, production
downtime, and operational disruptions.
We rely on third-party hardware, software, and other components. A supplier’s cyber incident could interrupt component availability and our
manufacturing or business process. Third-party software (including open source or embedded code), malicious code, or critical
vulnerabilities could increase customer risk. A significant incident involving our systems or data could result in significant material
investigation, remediation, and notification costs, damage our reputation, and expose us to litigation and regulatory enforcement.
Evolving and divergent global data privacy and protection requirements, and any failure to comply with them or adequately
safeguard personal information, could lead to significant costs, fines, litigation, operational restrictions, and reputational harm.
We access sensitive, confidential, proprietary, and personal information subject to numerous jurisdiction specific laws and regulations
contractual obligations, and customer-imposed controls. The legal environment for privacy, data protection, and security is increasingly
complex and rigorous, with continually evolving requirements, including novel issues arising from new technologies such as generative AI.
In the United States, the Federal Trade Commission and various state laws may impose privacy and security obligations that may require
changes to our data processing practices and policies and could result in substantial compliance costs and operational impacts.
Internationally, many jurisdictions maintain unique privacy and cybersecurity frameworks. Violations can lead to substantial fines, regulatory
investigations, orders to cease processing or change data uses, sanctions, enforcement notices, civil claims (including class actions), and
reputational damage.
These laws differ significantly and are interpreted and enforced inconsistently across jurisdictions, often with delayed guidance that creates
prolonged uncertainty. Increasing cross border transfer restrictions and reliance on globally distributed third parties add complexity,
2025 FORM 10-K 18
potentially necessitating organizational changes, additional technical safeguards, vendor management measures, and external expertise,
and may divert management attention and resources.
Any failure or perceived failure to comply with applicable laws, regulations, standards, contractual obligations, or customer-imposed
controls relating to data privacy and security, or to adequately protect personal information, could damage customer and employee
relationships and our reputation and result in our incurring significant costs.
Risks Related to Employee Matters
Inability to attract, retain, and safely deploy highly qualified personnel could impair execution of our strategy and adversely affect
our operations, reputation, and financial results. Our success depends on our personnel, particularly senior management, key
employees, and technical staff, to develop, manufacture, and deliver our products and provide services worldwide. Competition for talent,
our reputation, the availability of qualified individuals, and the emergence of new skills could limit our ability to hire and retain needed
personnel. Difficulties hiring, ineffective succession planning, or depletion of institutional knowledge, as well as inefficient workforce
utilization and ability to engage qualified contractors, could impede execution of our strategy and growth objectives and adversely affect our
business performance, results of operations, liquidity, and financial condition.
Many projects require deploying personnel or contractors in geographically remote or high-risk locations. We incur significant costs to meet
safety requirements and to attract and retain skilled workers, and some roles—such as the installation, operation, and maintenance of
offshore wind turbines—are difficult, labor-intensive, costly, and depend on the availability of highly-skilled labor. Despite our safety
precautions and compliance with applicable laws and regulations, we have experienced serious safety incidents, including injury and death.
Safety concerns or incidents, regardless of fault, could harm our reputation and further impede our ability to attract and retain qualified
employees and contractors.
Significant postretirement benefit obligations and volatility in assumptions and asset returns could increase required
contributions and expenses and adversely affect our earnings, cash flows, and financial condition. We have net liabilities for
pension, healthcare, and life insurance benefits for our employees, former employees, and certain legacy former employees allocated to us
by GE. These obligations arise under multiple plans and statutory requirements across various countries and include defined benefit
pension plans that are fully funded, partially funded, or unfunded. Upward pressure on healthcare costs, increases in benefit obligations, or
asset underperformance could adversely affect our earnings, cash flows, and financial condition.
Our defined benefit expense is determined under U.S. generally accepted accounting principles using actuarial valuations and annual
remeasurements that rely on assumptions and market inputs, including discount rates (generally based on high-quality corporate bond
yields), expected long-term returns on plan assets, compensation growth, and biometric factors (such as participant mortality). Changes in
these assumptions or economic conditions, such as lower discount rates or sustained market volatility, can increase our obligations and
pension expense and require us to make additional cash contributions to the defined benefit plans. Differences between actual experience
and actuarial assumptions, as well as deviations in investment performance, can materially change net plan liabilities and funding
requirements. In addition, changes in legislation, regulations, case law, or accounting standards could result in increased obligations, cash
requirements, and expenses. For further information, see Note 13 in the Notes to the consolidated and combined financial statements.
Labor disputes, collective bargaining obligations, and other labor actions could disrupt our operations and increase our costs. A
significant number of our employees are represented by labor unions under collective bargaining agreements, and many of our European
employees are represented by works councils. These arrangements may limit our flexibility to manage costs and respond to market
changes, and employees who are not currently represented may seek representation in the future. We cannot assure that existing
collective bargaining agreements will prevent strikes or work stoppages, that we will successfully negotiate new agreements, or that
negotiations will not result in increased labor costs (including wages, healthcare, pensions, and other benefits). Negotiations, potential work
stoppages, and related disputes may divert management attention. In addition, labor actions affecting our customers or suppliers, or
general country strikes or work stoppages, could disrupt our operations, project execution, supply chain, and deliveries.
Risks Relating to Financial, Accounting, and Tax Matters
Volatility in foreign currency exchange rates may adversely affect our financial condition, results of operation, and cash flows.
Because we operate globally, we transact in a variety of currencies. Fluctuations in exchange rates can affect our pricing, cost structure,
and margins. For transactions not denominated in the U.S. dollar, we are subject to foreign currency exchange translation risk. In addition,
since our financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and
other currencies have had, and will continue to have, an impact on our financial condition, results of operations, and cash flows. Although
we use hedging and derivatives to reduce earnings and cash flow volatility, our efforts may not be successful. For additional information,
see Note 20 in the Notes to the consolidated and combined financial statements and Item 7A. “Quantitative and Qualitative Disclosures
About Market Risk.”
 
Future impairments of long-lived assets, including goodwill, could result in significant non-cash charges. We review our goodwill
for impairment annually and whenever indicators of impairment arise and our other long-lived assets, including identifiable intangible assets
and property, plant, and equipment, for impairment whenever indicators of impairment arise. Adverse changes in market conditions or in
our business outlook, as well as future events or strategic decisions (including asset sales or changes in business direction), could result in
impairment charges and related losses. Certain non-cash impairments may arise from shifts in strategic goals or broader business
environment factors. Any impairment charges we recognize will reduce our results of operations.
Changes in tax laws and rates, adverse positions taken by taxing authorities, and tax audits could increase our tax obligations
and costs and our ability to use deferred tax assets may be subject to limitation. We are subject to income and other taxes (including
sales, excise, and value added) in the U.S. and numerous foreign jurisdictions. Determining our worldwide tax provision requires significant
judgment across diverse legal regimes. Changes in tax laws, tax rates, or interpretations; new or increased tariffs; adverse positions by
taxing authorities; and the resolution of governmental audits and assessments may significantly increase our tax obligations and costs. We
2025 FORM 10-K 19
have deferred tax assets in certain countries, and their utilization depends on generating sufficient taxable income in those jurisdictions
(and within applicable carryforward periods). Subsequent changes in tax laws, rates, or rules in those jurisdictions could restrict or delay
utilization, reduce the value of these assets, and adversely affect our financial results. 
The Spin-Off could result in significant tax liability to GE and its stockholders if it is determined to be a taxable transaction and
we may have corresponding indemnification obligations. The Spin-Off may not qualify as tax-free, which could result in significant tax
liabilities for GE and its stockholders and substantial indemnification obligations by us to GE. Although GE obtained an IRS private letter
ruling and tax opinions supporting tax-free treatment under Sections 355 and 368(a)(1)(D), these are not binding on the IRS or courts, rely
on compliance with specified agreements and representations, and do not cover state, local, or foreign taxes. The IRS could determine that
the Spin-Off or related transactions are taxable, including due to incorrect assumptions, breaches of covenants, or post-Spin-Off ownership
changes. If the Spin-Off is taxable, GE and its stockholders could face significant adverse tax consequences. Under our Tax Matters
Agreement with GE, if tax-free treatment fails because of our actions or certain ownership changes (including a 50% or greater change in
our stock by vote or value within the specified four-year period under Section 355(e), excluding the change that resulted from the Spin-Off),
we may be required to indemnify GE for resulting taxes, interest, penalties, and related expenses, which amounts could be substantial.
The Tax Matters Agreement limits us from taking certain actions and may require us to indemnify GE significant amounts. We are
subject to covenants under the Tax Matters Agreement for the period required under the agreement. These covenants are intended to
preserve the non-recognition treatment of the Spin-Off under Section 355 and related provisions of the Code (and analogous state, local,
and foreign tax laws). The covenants include limits on certain acquisitions, mergers, liquidations, sales, dispositions, transfers or stock
redemptions involving our stock or assets; discontinuing the active conduct of our Gas Power business; issuing or selling stock or other
securities (including convertibles, except certain compensatory arrangements); and selling, disposing or transferring assets outside the
ordinary course. We may be required to indemnify GE for taxes, interest, penalties, and related expenses that may result from any violation
of these covenants. Further, under the Tax Matters Agreement, we may be allocated a portion of liability relating to certain pre-Spin-Off tax
matters. Any such allocation or indemnification amounts could be substantial. These covenants and indemnification obligations may require
us to forgo, delay, or restructure strategic transactions and other initiatives, and may discourage third parties from proposing transactions
that our stockholders might otherwise favor.
We may not realize expected benefits from the Spin-Off. We may not realize the benefits we expect from the Spin-Off, including greater
strategic focus, operational simplification, cost savings, targeted innovation, and a tailored capital allocation policy. Achieving these benefits
depends on timely and successful execution of our stand alone strategy and may be limited by the costs and distractions of operating as an
independent public company, restrictions intended to preserve the tax-free treatment of the Spin-Off that may limit strategic transactions for
a period of time, and reduced scale and diversification versus GE pre-separation. Building and sustaining standalone capabilities takes
time, may be less effective, and could be costly and disruptive. Our ongoing relationship with GE creates potential conflicts of interest,
including where directors or officers have roles or equity interests in both companies, and our governance policies may not fully mitigate
these risks. We and GE are subject to multiple separation and transition agreements; if either party fails to perform (including with respect
to indemnities, transition services, or other obligations), we could experience operational disruption and increased costs. Further, we may
be obligated to indemnify GE for actions and positions taken prior to the Spin-Off, and we may have limited influence on the determination
of the indemnifiable amounts, which could be significant. In addition, certain GE credit support and guarantees of our obligations may not
be replaced or released when expected, which could impose contractual restrictions, require alternative credit support, and obligate us to
indemnify GE for amounts paid. Any of these events could adversely affect our business, financial condition, cash flows, and results of
operations and could limit our strategic flexibility.
Risks Relating to Our Common Stock and the Securities Market
Our stock price may be volatile, and we could face securities litigation. The market price of our common stock has in the past
fluctuated, and may in the future fluctuate, significantly. Because we manufacture and sell products used in AI infrastructure, our
performance and the market price of our common stock are frequently linked to AI investment trends and sector sentiment, which has
resulted in, and may continue to result in, significant volatility. A significant decline could result in securities class action litigation, which
could be costly, divert management’s attention, and adversely affect our business.   
We may not achieve our targeted return of cash to stockholders. Our ability to return cash to stockholders in the form of dividends or
stock repurchases depends on earnings, financial condition, cash needs, other potential uses of cash, and market conditions. In addition,
the price, availability, and trading volumes of our stock will also affect repurchase timing and size.
Future equity issuances, including equity compensation, may dilute stockholders. We may issue equity to finance acquisitions, raise
capital, or for other purposes. We also grant stock-based awards to directors, officers, and employees, and some of those persons also
have stock-based awards granted by GE prior to the Spin-Off that converted to our stock-based awards at the Spin-Off. We plan to
continue granting additional awards (e.g., annual, new hire, and retention) under our equity compensation programs. These issuances
dilute existing stockholders and may reduce earnings per share, potentially adversely affecting our stock price.   
Anti-takeover provisions and Delaware law may deter transactions and limit stockholder rights. Provisions in our certificate of
incorporation, bylaws, the Separation and Distribution Agreement, and Delaware law that may delay, deter, or prevent a change in control
include: a classified board through 2029 with directors removable only for cause during that period; advance notice requirements for
stockholder proposals and director nominations; limitations on stockholders’ ability to call special meetings or act by written consent; Board
authority to issue preferred stock without stockholder approval; and only the Board having authority to fill vacancies (including those
created by Board expansion). We are also subject to Section 203 of the Delaware General Corporation Law (DGCL), change-of-control
restrictions under the Separation and Distribution Agreement, and restrictions in the Tax Matters Agreement intended to preserve the Spin-
Off’s tax treatment. These provisions may discourage certain unsolicited transactions that could offer stockholders a premium for their
shares.
2025 FORM 10-K 20
Exclusive forum provisions may limit stockholders’ choice of judicial forum. Unless we consent otherwise, our certificate of
incorporation provides that the Delaware Court of Chancery (or, if it lacks jurisdiction, another Delaware state court or the U.S. District
Court for the District of Delaware) is the exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action
asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees, agents or stockholders to
us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or
bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, and that federal district courts are the exclusive forum
for claims under the Securities Act of 1933, as amended. These provisions do not apply to Exchange Act claims, which are subject to
exclusive federal jurisdiction. Courts may not enforce our exclusive forum provisions in all circumstances. The provisions may increase the
cost of litigation for stockholders, limit forums perceived as more favorable, discourage certain lawsuits, or, if found unenforceable, require
us to litigate in multiple jurisdictions, thereby increasing our costs.
ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
ITEM 1C. CYBERSECURITY. The description in this section addresses certain cybersecurity matters relating to GE Vernova following
the Spin-Off.
GE Vernova has processes for assessing, identifying, and managing cybersecurity risks that are built into our risk management program
and IT functions. These processes are designed to help protect our information assets from internal and external cyber threats, protect
employee information from unauthorized access or attack, and secure our networks, systems, and products. We have developed and
implemented a cybersecurity framework intended to assess, identify, and manage risks from threats to the security of our information,
systems, products, and networks using a risk-based approach. The framework is informed in part by industry standards such as the
National Institute of Standards and Technology (NIST) Cybersecurity Framework and International Organization for Standardization 27001
(ISO 27001) Framework. This approach does not imply that GE Vernova meets all technical standards, specifications, or requirements
under the NIST Cybersecurity Framework or ISO 27001.
Our key cybersecurity processes include:
•Risk-based controls for information systems and information on our network. We seek to maintain an IT infrastructure that
implements physical, administrative, and technical controls that are calibrated based on risk and designed to protect the
confidentiality, integrity, and availability of our information systems and information stored on the Company’s networks, including
customer information, employee information, IP, and proprietary information.
•Cybersecurity incident response plan and testing. We have a cybersecurity incident response plan and a dedicated team to
respond to cybersecurity incidents. When a cybersecurity incident occurs or a vulnerability is identified, GE Vernova has cross-
functional teams that are responsible for leading the initial assessment of priority and severity. External experts may also be
engaged as appropriate. GE Vernova’s cybersecurity team assists in responding to incidents depending on severity levels and
seeks to improve our cybersecurity incident management plan through periodic tabletops or simulations at the enterprise and
business levels.
•Training. We provide security awareness training to help employees understand their information protection and cybersecurity
responsibilities. We also provide additional role-based training to applicable employees based on customer requirements,
regulatory obligations, and industry risks.
•Supplier risk assessments. We have implemented a third-party risk management process that includes expectations regarding
information protection and cybersecurity. That process, among other things, provides for GE Vernova to perform cybersecurity
assessments on certain suppliers based on their risk profile and a related rating process. GE Vernova also seeks contractual
commitments from key suppliers to appropriately secure and maintain their IT systems and protect our information that is
processed on their systems.
•Third-party assessments. We have third-party cybersecurity companies engaged to periodically assess GE Vernova’s
cybersecurity posture and assist in identifying and remediating risks from cybersecurity threats.
GE Vernova considers cybersecurity, along with other top risks, within our enterprise risk management framework. The enterprise risk
management framework includes internal reporting at the enterprise level with consideration of key risk indicators, trends, and
countermeasures for cybersecurity and other types of significant risks. GE Vernova does not believe that there are currently any known
incidents from cybersecurity threats that are reasonably likely to materially affect GE Vernova or its business strategy, results of operations,
or financial condition. As is the case for all large, global companies, we face certain ongoing risks from cybersecurity threats that, if
realized, are reasonably likely to materially affect the Company, including our operations, business strategy, results of operations, or
financial condition. See Item 1A. "Risk Factors—Risks Related to Technology, Cybersecurity, Data Privacy & Intellectual Property" for
further information about these risks. We outsource certain cybersecurity functions and will continue to look for opportunities to utilize
managed security service providers. In addition, we collaborate with GE on certain cybersecurity functions and will continue to do so during
a transition period following our Spin-Off. These arrangements increase our overall cyber risk given the degree of our interconnectedness
with these third parties and the potential impact on our outsourced functions that could be caused by an attack on them.
The Audit Committee of GE Vernova’s Board of Directors is responsible for board-level oversight of cybersecurity risk, and the Audit
Committee reports back to the full Board about this and other areas within its responsibility. As part of its oversight role, the Audit
Committee receives reporting about GE Vernova’s practices, programs, notable threats or incidents, and other developments related to
cybersecurity throughout the year, including through periodic updates from our Chief Information Security Officer (CISO). The Audit
Committee also receives information about cybersecurity risks as part of GE Vernova’s enterprise risk management framework and
reporting. In addition to receiving reports from the Audit Committee, the Board also periodically receives direct reports from the CISO on the
Company's cybersecurity risk management.
GE Vernova’s CISO reports to GE Vernova’s Chief Information Officer (CIO) and leads our overall cybersecurity function. The CISO has
over 20 years of experience in managing and leading IT or cybersecurity teams and participates in various cybersecurity organizations. The
CISO collaborates with business unit CISOs and CIOs to identify and analyze cybersecurity risks to GE Vernova; consider industry trends;
implement controls, as appropriate and feasible, to mitigate these risks; and enable business leaders to make risk-based business
2025 FORM 10-K 21
decisions that implicate cybersecurity considerations. The CISO meets with senior leadership to review and discuss GE Vernova’s
cybersecurity program, including emerging cyber risks, threats, and industry trends. The CISO also supervises efforts to prevent, detect,
mitigate, and remediate cybersecurity risks and incidents through various means, including by collaborating with internal security personnel
and business stakeholders, and incorporating threat intelligence and other information obtained from governmental, public, or private
sources to inform our cybersecurity technologies and processes.
ITEM 2. PROPERTIES. GE Vernova is headquartered in Cambridge, Massachusetts and occupies approximately 600 sites in 458 cities
and 97 countries. Approximately 80% of the sites are leased and 20% are owned. GE Vernova periodically reviews the portfolio of facilities
for opportunities to optimize and best align our footprint needs.
Within this portfolio of properties, GE Vernova's subsidiaries operate 91 manufacturing sites, 18 of which are located in the U.S. and 73 are
located internationally. The manufacturing facilities are used by GE Vernova's segments as follows:
SEGMENT
Number of Facilities
Power
41
Wind
17
Electrification
33
Total
91
The locations of GE Vernova's manufacturing locations by geographic region are as follows:
GEOGRAPHIC REGION
Number of Facilities
Americas
27
Association of Southeast Asian Nations
26
Europe, the Middle East, and Africa
38
Total
91
In addition to the manufacturing facilities described above, GE Vernova maintains many offices, warehouses, and distribution facilities
globally.
Many of our facilities serve several of our businesses and may be used for multiple purposes, such as for administration, sales, research,
laboratory matters, manufacturing, and service operations. We consider our facilities suitable and adequate for their respective purposes
and do not anticipate difficulty in renewing existing leases as they expire or finding alternative facilities if necessary.
ITEM 3. LEGAL PROCEEDINGS. See Note 22 in the Notes to the consolidated and combined financial statements for additional
information relating to legal matters.
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.
2025 FORM 10-K 22
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY SECURITIES.
GE Vernova common stock is listed on the New York Stock Exchange under the ticker symbol "GEV." As of December 31, 2025, there were
approximately 167,000 stockholders of record.
STOCK PERFORMANCE GRAPH
303
$105
The changes for the periods shown in the above graph are based on the assumption that $100 had been invested in GE Vernova common
stock, the Standard & Poor’s 500 Stock Index (S&P 500), and the Standard & Poor’s 500 Industrials Stock Index (S&P Industrial) on April 2,
2024, and that all dividends were reinvested. On April 2, 2024, the Company began trading as an independent, publicly traded company
under the stock symbol “GEV” on the New York Stock Exchange. The cumulative dollar returns shown on the graph represent the value
that such investments would have had on the date indicated.
During 2025, we paid aggregate quarterly dividends of $1.00 per share of common stock outstanding ($0.25 per share for each dividend
declared). Effective December 9, 2025, the Board of Directors declared a dividend of $0.50 per share of common stock outstanding
payable on February 2, 2026, to stockholders of record as of January 5, 2026. The Company currently expects quarterly dividends to
continue in future periods, although they remain subject to determination and declaration by the Board of Directors. The payment of future
dividends, if any, will be based on several factors, including the Company’s financial performance, outlook, and liquidity.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. On December 9, 2025, we announced that
the Board of Directors had authorized an increase of our repurchase program to $10.0 billion of common stock repurchases, from the prior
authorization of $6.0 billion, which was announced on December 10, 2024. The repurchase program may be suspended or discontinued at
any time and does not have a specified expiration date. We repurchased 1.9 million shares for $1,075 million during the three months
ended December 31, 2025, under our repurchase program.
The following table summarizes the share repurchase activity for the three months ended December 31, 2025:
Total number of
shares purchased
(in thousands)
Average price paid
per share
Total number of
shares purchased as
part of our share
repurchase program
(in thousands)
Approximate dollar
value of shares that
may yet be
purchased under our
share repurchase
program
(in millions)
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
ITEM 6. [RESERVED].
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, 2025 and 2024. Unless otherwise noted, tables are presented in U.S. dollars in millions,
except for per-share amounts which are presented in U.S. dollars. Certain columns and rows within tables may not add due to the use of
rounded numbers. Percentages presented in this report are calculated from the underlying numbers in millions. Unless otherwise noted,
statements related to changes in operating results relate to the corresponding period in the prior year. Refer to the "Management's
Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7 of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2024, for discussions of results for the years ended December 31, 2024 versus 2023.
In the accompanying analysis of financial information, we sometimes use information derived from consolidated and combined financial
data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP
financial measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most
directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."
Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates
as GE Aerospace, on April 2, 2024 (the Spin-Off). For further information, see Note 1 in the Notes to the consolidated and combined
financial statements.
Prolec GE. On October 21, 2025, we announced that GE Vernova will acquire the remaining fifty percent stake of Prolec GE, our
unconsolidated joint venture with Xignux. Prolec GE is a leading grid equipment supplier, producing transformers across most ratings and
voltages with approximately 10,000 global employees across seven manufacturing sites globally, including five in the U.S. Under the
purchase agreement, GE Vernova will pay approximately $5.3 billion at closing, expected to be funded equally between cash and debt. The
acquisition is expected to close in February 2026.
Tariffs. Throughout 2025, the United States and other countries imposed global tariffs. These tariffs have resulted, and any future tariffs will
result in additional costs to us. The total cost impact from the global tariffs for the full year 2025 was approximately $250 million, after taking
into consideration contractual protections and mitigating actions. The future impacts of tariffs may be significantly different and are subject
to several factors including the amount, duration, scope and nature of the tariffs, countermeasures that countries take, mitigating or other
actions we take, and contractual implications.
Power Conversion & Storage. Effective January 1, 2025, our Power Conversion and Solar & Storage Solutions business units within our
Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information presented
within this report conforms to the new business unit structure within the Electrification segment.
TRENDS AND FACTORS IMPACTING OUR PERFORMANCE. We believe our performance and future success depends on a number of
factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.
Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like
decarbonization, an increasing demand for renewable energy alternatives, governmental regulations and policies, and changes in broader
economic and geopolitical conditions. These trends, along with the growing focus on the digitization and sustainability of the electricity
infrastructure, can impact performance across each of our business segments. We believe that our industry-defining technologies and
commitment to innovation position us well to capitalize on, as well as mitigate adverse impacts from, these long-term trends:
•Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet
forecasted energy demand growth arising from population and global economic growth.
•Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and
efficiency of renewable energy alternatives and facilitate the transition to a more sustainable power sector.
•Evolving generation mix – The power industry is shifting from coal generation to more electricity generated from zero- or low-carbon
energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient, and affordable
system.
•Energy resilience & security – Threats and challenges from extreme weather events, cyber-attacks, and geopolitical tensions have
increased focus on the strength and resilience of power generation and transmission and reinforced the need for a diversified mix of
energy sources.
•Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the
need to update aging infrastructure with new grid integration and automation solutions.
•Regulatory and policy changes – Government policies and regulations, such as carbon pricing, renewable energy mandates, and
subsidies for renewable energy technologies, can significantly impact the power generation landscape. Staying ahead of regulatory
changes and adapting to new compliance requirements is crucial for maintaining a competitive advantage.
•Financial and investment dynamics – Access to capital and investment trends in the energy sector can influence the development and
deployment of new power generation projects. Understanding market dynamics and securing funding are key to progressing strategic
initiatives.
2025 FORM 10-K 24
RESULTS OF OPERATIONS
Summary of Results. RPO was $150.2 billion and $119.0 billion as of December 31, 2025 and 2024, respectively. For the year ended
December 31, 2025, total revenues were $38.1 billion, an increase of $3.1 billion for the year. Net income (loss) was $4.9 billion, an
increase of $3.3 billion in net income for the year, and net income (loss) margin was 12.8%. Diluted earnings (loss) per share was $17.69
for the year ended December 31, 2025, an increase in diluted earnings per share of $12.11 for the year. Cash flows from (used for)
operating activities were $5.0 billion and $2.6 billion for the years ended December 31, 2025 and 2024, respectively.
For the year ended December 31, 2025, Adjusted EBITDA* was $3.2 billion, an increase of $1.2 billion. Free cash flow* was $3.7 billion
and $1.7 billion for the years ended December 31, 2025 and 2024, respectively.
RPO, a measure of backlog, includes unfilled firm and unconditional customer orders for equipment and services, excluding any purchase
order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the
estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period,
excluding contracts that are not yet active. Services RPO also includes the estimated amount of unsatisfied performance obligations for
time and material agreements, material services agreements, spare parts under purchase order, multi-year maintenance programs, and
other services agreements, excluding any order that provides the customer with the ability to cancel or terminate without incurring a
substantive penalty. See Note 9 in the Notes to the consolidated and combined financial statements for further information.
RPO December 31
2025
2024
2023
Equipment
$64,245
$43,047
$40,478
Services
85,993
75,976
75,120
Total RPO
$150,238
$119,023
$115,598
As of December 31, 2025, RPO increased $31.2 billion (26%) from December 31, 2024, primarily at Power, due to increases at Gas
Power due to Heavy-Duty Gas Turbine and Aeroderivative equipment and contractual services, and increases at Steam Power services,
Hydro Power equipment, and Nuclear Power equipment, partially offset by a decrease at Steam Power equipment; at Electrification,
primarily due to demand for alternating current substation solutions, switchgear, and transformers at Grid Solutions and synchronous
condensers and energy storage at Power Conversion & Storage; partially offset at Wind, due to a decrease at Offshore Wind as we
continue to execute on our contracts and a decrease in orders at Onshore Wind as U.S. customers dealt with policy uncertainty.
REVENUES
2025
2024
2023
Equipment revenues
$20,934
$18,952
$18,258
Services revenues
17,134
15,983
14,981
Total revenues
$38,068
$34,935
$33,239
For the year ended December 31, 2025, total revenues increased $3.1 billion (9%). Equipment revenues increased at Electrification,
primarily at Grid Solutions due to growth in switchgear, high-voltage direct current solutions, and alternating current substation solutions
volume and at Power Conversion & Storage; and at Power, due to increases in Gas Power from Heavy-Duty Gas Turbine and
Aeroderivative units deliveries and favorable price; partially offset at Wind, due to decreases at Offshore Wind from the nonrecurrence of
revenues recorded on the settlement of a previously canceled project in the third quarter of 2024, project delays, and fewer nacelles
produced in the year, and decreases at LM Wind Power due to lower volume from footprint reduction, partially offset by increases at
Onshore Wind due to improved pricing and delivery of more units. Services revenues increased at Power, driven by Gas Power higher
parts volume and favorable price; at Electrification, primarily due to growth at Grid Solutions; and at Wind due to higher transactional
services.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increased $3.2 billion (9%), organic equipment revenues* increased $2.0 billion (11%) and organic services revenues* increased $1.2
billion (7%). Organic revenues* increased at Electrification and Power, partially offset at Wind.
EARNINGS (LOSS)
2025
2024
2023
Operating income (loss)
$1,388
$471
$(923)
Net income (loss)
4,879
1,559
(474)
Net income (loss) attributable to GE Vernova
4,884
1,552
(438)
Adjusted EBITDA*
3,196
2,035
807
Diluted earnings (loss) per share(a)
17.69
5.58
(1.60)
(a) The computation of earnings (loss) per share for all periods through April 1, 2024 was calculated using 274 million common shares that
were issued upon Spin-Off and excludes Net loss (income) attributable to noncontrolling interests. For periods prior to the Spin-Off, the
Company participated in various GE stock-based compensation plans, and there were no dilutive equity instruments as there were no
equity awards of GE Vernova outstanding prior to Spin-Off.
For the year ended December 31, 2025, operating income (loss) was $1.4 billion, a $0.9 billion increase, primarily due to: an increase in
segment results at Electrification of $0.8 billion, primarily due to volume, favorable price, and productivity at Grid Solutions; at Power of $0.6
billion, primarily at Gas Power and Steam Power due to favorable price and increased productivity, partially offset by additional expenses to
support investments at Nuclear Power and Gas Power and the impact of inflation; partially offset by a slight decrease in segment results at
Wind of less than $0.1 billion, primarily at Offshore Wind due to the nonrecurrence of a gain recorded on the settlement of a previously
canceled project in the third quarter of 2024 and a termination of a supply agreement in the first quarter of 2025, partially offset by lower
contract losses, and decreases from the impact of tariffs across the segment, partially offset by increases at Onshore Wind due to improved
*Non-GAAP Financial Measure
2025 FORM 10-K 25
pricing on an increased number of units delivered; the nonrecurrence of $0.3 billion received related to an arbitration refund in the second
quarter of 2024; the nonrecurrence of a $0.1 billion benefit related to deferred intercompany profit that was recognized upon GE retaining
the renewable energy U.S. tax equity investments in connection with the Spin-Off; and higher corporate costs required to operate as a
stand-alone public company.
Net income (loss) and Net income (loss) margin were $4.9 billion and 12.8%, respectively, for the year ended December 31, 2025, an
increase of $3.3 billion and 8.3%, respectively, primarily due to a decrease in provision for income taxes of $3.0 billion driven by a $2.9
billion benefit primarily from a U.S. tax valuation allowance release in the fourth quarter of 2025 and an increase in operating income (loss)
of $0.9 billion, partially offset by a decrease in other income (expense) - net of $0.6 billion driven by the nonrecurrence of a $1.0 billion pre-
tax gain from the sale of a portion of Steam Power nuclear activities to Electricité de France S.A. (EDF) in the second quarter of 2024.
Adjusted EBITDA* and Adjusted EBITDA margin* were $3.2 billion and 8.4%, respectively, for the year ended December 31, 2025, an
increase of $1.2 billion and 2.6%, respectively, primarily driven by increases in segment results at Electrification and Power.
SEGMENT OPERATIONS. Segment revenues include sales of equipment and services by our segments. Segment EBITDA is
determined based on performance measures used by our Chief Operating Decision Maker, who is our Chief Executive Officer (CEO), to
assess the performance of each business in a given period. In connection with that assessment, the CEO may exclude certain non-cash
charges, such as depreciation and amortization, impairments and other matters, major restructuring programs, and certain gains and
losses from purchases and sales of business interests. Certain corporate costs, including those related to shared services, employee
benefits, and information technology (IT), are allocated to our segments based on usage or their relative net cost of operations.
SUMMARY OF REPORTABLE SEGMENTS
2025
2024
2023
Power
$19,767
$18,127
$17,436
Wind
9,110
9,701
9,826
Electrification
9,642
7,550
6,378
Eliminations and other
(451)
(442)
(401)
Total revenues
$38,068
$34,935
$33,239
Segment EBITDA
    Power
$2,902
$2,268
$1,722
    Wind
(598)
(588)
(1,033)
    Electrification
1,433
679
234
Corporate and other(a)
(541)
(323)
(116)
Adjusted EBITDA*(b)
$3,196
$2,035
$807
(a) Includes our Financial Services business and other general corporate expenses, including costs required to operate as a stand-alone
public company.
(b) See "—Non-GAAP Financial Measures" for additional information related to Adjusted EBITDA*. Adjusted EBITDA* includes interest and
other financial income (charges) and the benefit (provision) for income taxes of Financial Services as this business is managed on an
after-tax basis due to the nature of its investments.
POWER
Orders in units
2025
2024
2023
Gas Turbines
173
112
93
Heavy-Duty Gas Turbines
110
68
41
HA-Turbines
43
25
8
Aeroderivatives
63
44
52
Gas Turbine Gigawatts
29.8
20.2
9.5
Sales in units
2025
2024
2023
Gas Turbines
81
75
91
Heavy-Duty Gas Turbines
54
48
58
HA-Turbines
24
15
14
Aeroderivatives
27
27
33
Gas Turbine Gigawatts
15.3
11.9
13.8
RPO December 31
2025
2024
2023
Equipment
$24,707
$12,461
$13,636
Services
69,680
60,890
59,338
Total RPO
$94,387
$73,351
$72,974
RPO as of December 31, 2025 increased $21.0 billion (29%) from December 31, 2024, primarily at Gas Power due to Heavy-Duty Gas
Turbine and Aeroderivative equipment and contractual services, and increases at Steam Power services, Hydro Power equipment, and
Nuclear Power equipment, partially offset by a decrease at Steam Power equipment.
*Non-GAAP Financial Measure
2025 FORM 10-K 26
SEGMENT REVENUES AND EBITDA
2025
2024
2023
Gas Power
$16,006
$14,465
$13,220
Nuclear Power
1,018
819
827
Hydro Power
806
781
887
Steam Power
1,937
2,063
2,502
Total segment revenues
$19,767
$18,127
$17,436
Equipment
$6,686
$5,708
$5,598
Services
13,081
12,419
11,838
Total segment revenues
$19,767
$18,127
$17,436
Segment EBITDA
$2,902
$2,268
$1,722
Segment EBITDA margin
14.7
%
12.5
%
9.9
%
For the year ended December 31, 2025, segment revenues were up $1.6 billion (9%) and segment EBITDA was up $0.6 billion
(28%).
Segment revenues increased $1.9 billion (10%) organically*, primarily at Gas Power equipment from increased Heavy-Duty Gas Turbine
and Aeroderivative deliveries and favorable price, and at Gas Power services due to higher parts volume, contractual services, and
favorable price.
Segment EBITDA increased $0.4 billion (18%) organically*, primarily at Gas Power and Steam Power due to favorable price and increased
productivity, partially offset by additional expenses to support investments at Nuclear Power and Gas Power and the impact of inflation.
WIND
Onshore and Offshore Wind orders in units
2025
2024
2023
Wind Turbines
854
1,212
2,290
Repower Units
608
656
446
Wind Turbine and Repower Units Gigawatts
4.9
5.3
9.1
Onshore and Offshore Wind sales in units
2025
2024
2023
Wind Turbines
1,518
1,778
2,225
Repower Units
589
298
179
Wind Turbine and Repower Units Gigawatts
6.9
7.8
8.8
RPO December 31
2025
2024
2023
Equipment
$9,112
$10,720
$13,709
Services
12,518
11,962
13,240
Total RPO
$21,630
$22,682
$26,949
RPO as of December 31, 2025 decreased $1.1 billion (5%) from December 31, 2024, primarily due to a decrease at Offshore Wind as we
continue to execute on our contracts and a decrease in orders at Onshore Wind as U.S. customers dealt with policy uncertainty.
SEGMENT REVENUES AND EBITDA
2025
2024
2023
Onshore Wind
$8,241
$7,781
$7,761
Offshore Wind
652
1,377
1,455
LM Wind Power
217
542
610
Total segment revenues
$9,110
$9,701
$9,826
Equipment
$7,251
$8,047
$8,335
Services
1,859
1,654
1,491
Total segment revenues
$9,110
$9,701
$9,826
Segment EBITDA
$(598)
$(588)
$(1,033)
Segment EBITDA margin
(6.6)
%
(6.1)
%
(10.5)
%
For the year ended December 31, 2025, segment revenues were down $0.6 billion (6%) and segment EBITDA decreased slightly
(2%).
Segment revenues decreased $0.6 billion (6%) organically*, primarily at Offshore Wind due to the nonrecurrence of revenues recorded on
the settlement of a previously canceled project of $0.5 billion in the third quarter of 2024, project delays, and fewer nacelles produced in the
year, and decreases at LM Wind Power due to lower volume from footprint reduction, partially offset by increases at Onshore Wind due to
improved pricing, delivery of more units, and higher transactional services.
Segment EBITDA increased $0.1 billion (10%) organically*, primarily at Onshore Wind due to improved pricing on an increased number of
units delivered, partially offset by decreases at Offshore Wind due to the nonrecurrence of a gain recorded on the settlement of a previously
canceled project of $0.3 billion in the third quarter of 2024 and a termination of a supply agreement in the first quarter of 2025, partially
offset by lower contract losses of $0.4 billion. There were also decreases from the impact of tariffs across the segment.
*Non-GAAP Financial Measure
2025 FORM 10-K 27
ELECTRIFICATION
RPO December 31
2025
2024
2023
Equipment
$30,508
$20,005
$13,233
Services
4,159
3,448
3,109
Total RPO
$34,667
$23,453
$16,342
RPO as of December 31, 2025 increased $11.2 billion (48%) from December 31, 2024, primarily due to demand for alternating current
substation solutions, switchgear, and transformers at Grid Solutions and synchronous condensers and energy storage at Power Conversion
& Storage.
SEGMENT REVENUES AND EBITDA
2025
2024
2023
Grid Solutions
$6,620
$4,957
$3,955
Power Conversion & Storage
2,049
1,676
1,548
Electrification Software
973
917
874
Total segment revenues
$9,642
$7,550
$6,378
Equipment
$7,378
$5,534
$4,532
Services
2,263
2,015
1,846
Total segment revenues
$9,642
$7,550
$6,378
Segment EBITDA
$1,433
$679
$234
Segment EBITDA margin
14.9
%
9.0
%
3.7
%
For the year ended December 31, 2025, segment revenues were up $2.1 billion (28%) and segment EBITDA was up $0.8 billion.
Segment revenues increased $2.0 billion (26%) organically*, primarily at Grid Solutions due to growth in switchgear, high-voltage direct
current solutions, and alternating current substation solutions volume and at Power Conversion & Storage.
Segment EBITDA increased $0.7 billion organically*, primarily due to volume, favorable price, and productivity at Grid Solutions.
OTHER INFORMATION
Gross Profit and Gross Margin. Gross profit was $7.5 billion, $6.1 billion, and $4.8 billion and gross margin was 19.8%, 17.4%, and
14.5% for the years ended December 31, 2025, 2024, and 2023, respectively. The increase in gross profit in 2025 was due to an increase
at Electrification due to volume, favorable price, and productivity at Grid Solutions; an increase at Power due to Gas Power and Steam
Power favorable price and increased productivity, partially offset by the impact of inflation; partially offset by a slight decrease at Wind due
to decreases at Offshore Wind from the nonrecurrence of a gain recorded on the settlement of a previously canceled project in the third
quarter of 2024 and a termination of a supply agreement in the first quarter of 2025, partially offset by lower contract losses, and decreases
from the impact of tariffs across the segment, partially offset by increases at Onshore Wind due to improved pricing on an increased
number of units delivered.
Selling, General, and Administrative. Selling, general, and administrative expenses were $4.9 billion, $4.6 billion, and $4.8 billion and
comprised 13.0%, 13.3%, and 14.6% of revenues for the years ended December 31, 2025, 2024, and 2023, respectively. The increase in
costs in 2025 was primarily attributable to the nonrecurrence of $0.3 billion received related to an arbitration refund in 2024, higher stock-
based compensation, labor inflation, and higher corporate costs required to operate as a stand-alone public company, partially offset by
cost reduction activities and lower costs associated with the portion of Steam Power nuclear activities sold to EDF in 2024.
Restructuring and Other Charges. We continuously evaluate our cost structure and are implementing several restructuring and process
transformation actions considered necessary to simplify our organizational structure. In addition, in connection with the Spin-Off, we
incurred and will continue to incur certain one-time separation costs and recognized a benefit related to deferred intercompany profit upon
GE retaining the renewable energy U.S. tax equity investments in the second quarter of 2024. See Note 23 in the Notes to the consolidated
and combined financial statements for further information.
Research and Development (R&D). We conduct R&D activities to continually enhance our existing products and services, develop new
products and services to meet our customers’ changing needs and demands, and address new market opportunities. In addition to funding
R&D internally, we also receive funding externally from our customers, partners, and governments, which contributes to the overall R&D for
the Company.
GEV funded
Customer and Partner funded(a)
Total R&D
2025
2024
2023
2025
2024
2023
2025
2024
2023
Power
$550
$391
$324
$73
$187
$113
$623
$578
$437
Wind
161
222
248
1
8
18
162
230
266
Electrification
430
349
324
10
8
—
440
357
324
Other(b)
56
20
—
49
57
56
105
77
56
Total
$1,197
$982
$896
$133
$260
$187
$1,330
$1,242
$1,083
(a) Primarily related to funding in our Nuclear Power business.
(b) Includes Advanced Research.
*Non-GAAP Financial Measure
2025 FORM 10-K 28
Interest and Other Financial Income (Charges) – Net. Interest and other financial income (charges) – net was a $0.2 billion and $0.1
billion income for the years ended December 31, 2025 and 2024, respectively, and a $0.1 billion charge for the year ended December 31,
2023. The higher income in 2025 was driven by higher average balance of invested funds, partially offset by the nonrecurrence of interest
income received from an arbitration refund in 2024. The primary components of net interest and other financial income (charges) are fees
on cash management activities, interest on borrowings, and interest earned on cash balances and short-term investments.
Income Taxes. The effective tax rate and provision (benefit) for income taxes for the years ended December 31, 2025, 2024, and 2023
were as follows:
2025
2024
2023
Effective tax rate (ETR)
(72.5)%
37.6%
(264.1)%
Provision (benefit) for income taxes
$(2,051)
$939
$344
We recorded an income tax benefit on pre-tax income for the year ended December 31, 2025, primarily due to a decrease in valuation
allowances from a change in judgment regarding the realizability of a significant portion of our U.S. federal and state deferred tax assets.
The effective tax rate for year ended December 31, 2024 was impacted primarily by an increase in valuation allowances in the U.S. and in
certain foreign jurisdictions with losses providing no tax benefit, partially offset by a pre-tax gain with an insignificant tax impact from the
sale of a portion of Steam Power nuclear activities to EDF.
We recorded an income tax expense on a pre-tax loss in the year ended December 31, 2023 due to taxes in profitable jurisdictions and an
increase in valuation allowances from losses providing no tax benefit in other jurisdictions.
See Note 15 in the Notes to the consolidated and combined financial statements for further information.
CAPITAL RESOURCES AND LIQUIDITY. Historically, we participated in cash pooling and other financing arrangements with GE to
manage liquidity and fund our operations. As a result of completing the Spin-Off, we no longer participate in these arrangements and our
Cash, cash equivalents, and restricted cash are held and used solely for our own operations. Our capital structure, long-term commitments,
and sources of liquidity have changed significantly from our historical practices. As of December 31, 2025, our Cash, cash equivalents, and
restricted cash was $8.8 billion, $0.4 billion of which was restricted use cash. In addition, we have access to a $3.0 billion committed
revolving credit facility (Revolving Credit Facility). See “—Capital Resources and Liquidity—Debt” for further information. We believe our
unrestricted cash, cash equivalents, future cash flows generated from operations, and committed credit facility will be responsive to the
needs of our current and planned operations for at least the next 12 months.
On December 9, 2025, we announced that the Board of Directors had authorized an increase of our repurchase program to $10.0 billion of
common stock repurchases, from the prior authorization of $6.0 billion, which was announced on December 10, 2024. We repurchased 8.2
million shares for $3.3 billion during the year ended December 31, 2025. Although we intend to fund priorities that profitably grow the
company and return capital to stockholders through dividends and share repurchases as part of our capital allocation strategy, we are not
obligated to pay cash dividends or to repurchase a specified or any number or dollar value of shares under our share repurchase program.
The declaration of any future dividends is at the discretion of our Board of Directors and will be based on our earnings, financial condition,
cash requirements, prospects, and other factors. The amount and timing of any future share repurchases under our share repurchase
program will be based on the trading price and volume of our shares of common stock and other market factors as well as our earnings,
financial condition, cash requirements, prospects, alternative uses for our cash, and other factors.
Consolidated and Combined Statement of Cash Flows. The most significant source of cash flows from operations is customer-related
activities, the largest of which is collecting cash resulting from equipment or services sales. The most significant operating uses of cash are
to pay our suppliers, employees, tax authorities, and postretirement plans. We measure ourselves on a free cash flow* basis. We believe
that free cash flow* provides management and investors with an important measure of our ability to generate cash on a normalized basis.
Free cash flow* also provides insight into our ability to produce cash subsequent to fulfilling our capital obligations; however, free cash flow*
does not delineate funds available for discretionary uses as it does not deduct the payments required for certain investing and financing
activities.
We typically invest in property, plant, and equipment (PP&E) over multiple periods to support new product introductions and increases in
manufacturing capacity and to perform ongoing maintenance of our manufacturing operations. We believe that while PP&E expenditures
will fluctuate period to period, we will need to maintain a material level of net PP&E spend to maintain ongoing operations and growth of the
business.
FREE CASH FLOW (NON-GAAP)
2025
2024
Cash from (used for) operating activities (GAAP)
$4,987
$2,583
Add: Gross additions to property, plant, and equipment and internal-use software
(1,277)
(883)
Free cash flow (Non-GAAP)
$3,710
$1,701
Cash from operating activities was $5.0 billion and $2.6 billion for the years ended December 31, 2025 and 2024, respectively.
Cash from operating activities increased by $2.4 billion in 2025 compared to 2024, primarily driven by: an increase from contract liabilities
and current deferred income of $5.2 billion, primarily due to higher down payments on orders and slot reservation agreements at Power;
higher net income (after adjusting for depreciation of PP&E, amortization of intangible assets, (gains) losses on purchases and sales of
business interests, and provision (benefit) for income taxes) of $1.0 billion, including the nonrecurrence of a $0.3 billion cash refund
received in connection with an arbitration proceeding in the second quarter of 2024; partially offset by a decrease from All other operating
*Non-GAAP Financial Measure
2025 FORM 10-K 29
activities of $(1.4) billion, primarily due to an increase in long-term receivables related to supplier advances and advanced manufacturing
credits, an increase in prepaid taxes and deferred charges, lower contract losses at Offshore Wind, and an increase in non-cash unrealized
gains related to our interest in China XD Electric Co., Ltd; a decrease from inventories of $(0.8) billion, primarily due to higher build and
fewer liquidations in Wind; a decrease from accounts payable of $(0.8) billion, primarily due to higher disbursements, including a higher
impact related to prepayments, primarily at Wind and Power, partially offset by higher material purchases at Electrification, and the
nonrecurrence of settlements of payables with GE prior to the Spin-Off in the first quarter of 2024; and a decrease from current receivables
of $(0.6) billion, primarily due to higher net billings and increases in supplier advances at Power and Electrification, partially offset by lower
net billings at Wind.
Cash from operating activities of $5.0 billion for the year ended December 31, 2025 included a $4.1 billion inflow from changes in working
capital. The cash inflow from changes in working capital was primarily driven by: contract liabilities and current deferred income of $8.0
billion, driven by down payments on orders and slot reservation agreements at Power, and down payments and collections at
Electrification, partially offset by net revenue recognition at Wind; current receivables of $(1.9) billion, driven by net billings and an increase
in supplier advances in order to secure future volume in Power and Electrification, partially offset by a decrease in past dues at Power;
inventories of $(1.4) billion, primarily due to volume to support fulfillment and deliveries expected in 2026 at Gas Power and new unit build
and services volume at Onshore Wind; and current contract assets of $(0.5) billion, driven by revenue recognition exceeding billings at
Offshore Wind.
Cash from operating activities of $2.6 billion for the year ended December 31, 2024 included a $1.1 billion inflow from changes in working
capital. The cash inflow from changes in working capital was primarily driven by: contract liabilities and current deferred income of $2.8
billion, driven by net collections at Power, and down payments and collections on several large projects in Grid Solutions at Electrification,
partially offset by liquidations and the settlement of a previously canceled project at Wind; accounts payable and equipment project
payables of $0.7 billion due to material purchases outpacing disbursements, including an increase in prepayments as we more closely align
the timing of disbursements and collections, partially offset by settlements of payables with GE prior to the Spin-Off; current receivables of
$(1.3) billion, driven by billings outpacing collections, an increase in past dues, and increases in supplier advances in order to secure future
volume, primarily in Power; inventories of $(0.6) billion, primarily in Gas Power, to support fulfillment and deliveries expected in 2025,
partially offset by liquidations in Wind; and current contract assets of $(0.4) billion, driven by revenue recognition exceeding billings on our
equipment and other service agreements in Wind and Electrification, and on our contractual service agreements in Gas Power, partially
offset by an unfavorable change in estimated profitability.
Cash from (used for) investing activities was $(0.8) billion and less than $(0.1) billion for the years ended December 31, 2025 and 2024,
respectively. Cash used for investing activities increased by $0.7 billion in 2025 compared to 2024 primarily driven by: the nonrecurrence of
the Steam Power business sale of part of its nuclear activities to EDF in our Power segment of $0.6 billion in 2024; and an increase in
additions to PP&E and internal-use software of $0.4 billion; partially offset by higher sales of and distributions from equity method
investments of $0.2 billion. Cash used for additions to PP&E and internal-use software, which is a component of free cash flow*, was $1.3
billion and $0.9 billion for the years ended December 31, 2025 and 2024, respectively.
Cash from (used for) financing activities was $(3.8) billion and $3.7 billion for the years ended December 31, 2025 and 2024,
respectively. Cash used for financing activities increased by $7.5 billion in 2025 compared to 2024 primarily driven by: cash settlements for
share repurchases of $3.3 billion in 2025; the nonrecurrence of transfers from parent of $2.9 billion; the nonrecurrence of proceeds from the
sale of an approximately 24% equity interest in GE Vernova T&D India Ltd. in 2024 of $0.9 billion; and dividends paid of $0.3 billion in 2025.
Material Cash Requirements. In the normal course of business, we enter into contracts and commitments that oblige us to make
payments in the future. See Notes 7 and 22 in the Notes to the consolidated and combined financial statements for further information
regarding our obligations under lease and guarantee arrangements as well as our investment commitments. See Note 13 in the Notes to
the consolidated and combined financial statements for further information regarding material cash requirements related to our pension
obligations.
Debt. Total debt, excluding finance leases, was less than $0.1 billion and $0.1 billion as of December 31, 2025 and December 31, 2024,
respectively. We have a $3.0 billion Revolving Credit Facility to fund near-term intra-quarter working capital needs as they arise. In addition,
we have a $3.0 billion committed trade finance facility (Trade Finance Facility, and together with the Revolving Credit Facility, the Credit
Facilities). The Trade Finance Facility has not been and is not expected to be utilized, and does not contribute to direct liquidity. We believe
that our financing arrangements, future cash from operations, and access to capital markets will provide adequate resources to fund our
future cash flow needs. For more information about the Credit Facilities, refer to our Current Report on Form 8-K, filed with the SEC on
April 2, 2024, and see Note 22 in the Notes to the consolidated and combined financial statements.
Credit Ratings and Conditions. We have access to the Revolving Credit Facility to fund operations, and we may rely on debt capital
markets in the future, including for funding the acquisition of Prolec GE, to further support our liquidity needs. The cost and availability of
any debt financing is influenced by our credit ratings and market conditions. Standard and Poor's Global Ratings (S&P) and Fitch Ratings
(Fitch) have issued credit ratings for the Company. On December 18, 2025, Fitch upgraded GE Vernova Inc.'s long-term credit rating to
BBB+ from BBB and issued a Positive outlook. On December 11, 2025, S&P upgraded GE Vernova Inc.'s long-term credit rating to BBB
from BBB- and issued a Positive outlook. Our credit ratings as of the date of this filing are set forth in the following table.
S&P
Fitch
Outlook
Positive
Positive
Long-term
BBB
BBB+
We are disclosing our credit ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds
and access to credit. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each
rating should be evaluated independently of any other rating. See Item 1A “Risk Factors—Risks Related to our Customers and Industry
Dynamics” for a description of some potential consequences for our credit ratings.
*Non-GAAP Financial Measure
2025 FORM 10-K 30
If we are unable to maintain investment grade ratings, we could face significant challenges in being awarded new contracts, substantially
increasing financing and hedging costs, and refinancing risks as well as substantially decreasing the availability of credit. As of December
31, 2025, we estimated an insignificant liquidity impact of a ratings downgrade below investment grade.
Parent Company Credit Support. Prior to the Spin-Off, to support GE Vernova businesses in selling products and services globally, GE
often entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting the
performance of its subsidiary legal entities transacting directly with customers, in addition to providing similar credit support for non-
customer related activities of GE Vernova (collectively, the GE credit support). In connection with the Spin-Off, we are working to seek
novation or assignment of GE credit support, the majority of which relates to parent company guarantees, associated with GE Vernova
legal entities from GE to GE Vernova. For GE credit support that remained outstanding at the Spin-Off, GE Vernova is obligated to use
reasonable best efforts to terminate or replace, and obtain a full release of GE’s obligations and liabilities under, all such credit support. GE
Vernova pays quarterly fees to GE which are determined by amounts associated with GE credit support. GE Vernova is subject to other
contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE Vernova. In
addition, while GE will remain obligated under the contract or instrument, GE Vernova will be obligated to indemnify GE for credit support
related payments that GE is required to make and possible related costs.
As of December 31, 2025, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $8
billion, an over 77% reduction since the Spin-Off. We expect approximately $6 billion of the RPO related to GE credit support obligations to
contractually mature by December 31, 2029. The underlying obligations are predominantly customer contracts that GE Vernova performs in
the normal course of its business. We have no known instances historically where payments or performance from GE were required under
parent company guarantees relating to GE Vernova customer contracts.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS. For a discussion of recently issued accounting standards, see Note 2 in the
Notes to the consolidated and combined financial statements for further information.
CRITICAL ACCOUNTING ESTIMATES. To prepare our consolidated and combined financial statements in accordance with U.S. GAAP,
management makes estimates and assumptions that may affect the reported amounts of our assets and liabilities, including our contingent
liabilities, as of the date of our financial statements and the reported amounts of our revenues and expenses during the reporting periods.
Our actual results may differ from these estimates. We consider estimates to be critical (i) if we are required to make assumptions about
material matters that are uncertain at the time of estimation or (ii) if materially different estimates could have been made or it is reasonably
likely that the accounting estimate will change from period to period. The following are areas considered to be critical and require
management’s judgment: Allocations from GE, Revenue Recognition on Service Agreements, Revenue Recognition on Equipment on an
Over-Time Basis, Goodwill, Income Taxes, Postretirement Benefit Plans, Loss Contingencies, and Environmental and Asset Retirement
Obligations. See Note 2 in the Notes to the consolidated and combined financial statements for further information regarding our significant
accounting policies.
Allocations From GE. The consolidated and combined financial statements include expense allocations prior to the Spin-Off for certain
corporate, infrastructure, and shared services expenses provided by GE on a centralized basis, including, but not limited to, finance, supply
chain, human resources, IT, insurance, employee benefits, and other expenses that are either specifically identifiable or clearly applicable
to GE Vernova. These expenses have been allocated to us 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 presented.
Management considers that such allocations have been made on a reasonable basis; however, these allocations may not be indicative of
the actual expense that would have been incurred had we operated as an independent, stand-alone public entity.
Revenue Recognition on Service Agreements. We have long-term service agreements with our customers within our Power and Wind
segments that require us to maintain the customers’ assets over the contract terms, which generally range from 5 to 25 years.
Power. Within Power, these long-term service agreements, which we refer to as contractual service agreements, generally include
maintenance associated with major outage events and revenues are recognized as we perform under the arrangements using the
percentage of completion method, which is based on costs incurred relative to our estimate of total expected costs. This requires us to
make estimates of customer payments expected to be received over the contract term as well as the costs to perform required
maintenance services.
Customers generally pay us based on the utilization of the asset (per hour of usage for example) or upon the occurrence of a major
maintenance event within the contract. As a result, a significant estimate in determining expected revenues of a contract is estimating how
customers will utilize their assets over the term of the agreement. The estimate of utilization, which can change over the contract life,
impacts both the amount of customer payments we expect to receive and our estimate of future contract costs. Customers’ asset utilization
will influence the timing and extent of maintenance events over the life of the contract. We generally use historical utilization trends in
developing our revenue estimates. To develop our cost estimates, we consider the timing and extent of future maintenance events,
including the amount and cost of labor, spare parts, and other resources required to perform the services.
We routinely review estimates under long-term service agreements and regularly revise them to adjust for changes in outlook. These
revisions are based on objectively verifiable information that is available at the time of the review. Contract modifications that change the
rights and obligations, as well as the nature, timing, and extent of future cash flows, are evaluated for potential price concessions, contract
asset impairments, and significant financing to determine if adjustments of earnings are required before effectively accounting for a
modified contract as a new contract.
 
We regularly assess expected billings adjustments and customer credit risk inherent in the carrying amounts of receivables and contract
assets, including the risk that contractual penalties may not be sufficient to offset our accumulated investment in the event of customer
termination. We gain insight into future utilization and cost trends, as well as credit risk, through our knowledge of the installed base of
equipment and close interaction with our customers that comes with supplying critical services and parts over extended periods. Revisions
may affect a long-term services agreement’s total estimated profitability resulting in an adjustment of earnings.
2025 FORM 10-K 31
As of December 31, 2025, our net long-term service agreements balance of $3.4 billion represents approximately 4% of our total estimated
life of contract billings. Our contracts (on average) are approximately 29% complete based on costs incurred to date and our estimate of
future costs. Revisions to our estimates of future billings or costs that increase or decrease total estimated contract profitability by one
percentage point would increase or decrease the long-term service agreements contract assets balance by $0.2 billion. Billings on these
contracts were $5.4 billion and $5.0 billion during the years ended December 31, 2025 and 2024, respectively. See Notes 2 and 9 in the
Notes to the consolidated and combined financial statements for further information.
Wind. The equipment within our Wind segment generally does not require major planned outages and revenues associated with service
agreements are recognized on a straight-line basis consistent with the nature, timing, and extent of these arrangements, which generally
include planned and unplanned maintenance and may also include performance guarantees of the wind farm’s availability to operate under
adequate wind conditions. Availability is typically measured across the wind farm over a reference period of one year. Any forecasted
shortfalls that may result in a payment to a customer are recorded as a reduction of revenues, while additional revenues are recognized
when availability exceeds the contractual targets. During the years ended December 31, 2025, 2024, and 2023, the reduction of revenues
from availability shortfalls was $0.3 billion, $0.3 billion, and $0.3 billion, respectively. A further 1% reduction in availability across the entire
fleet would have resulted in an additional revenue reduction of less than $0.1 billion.
Revenue Recognition on Equipment on an Over-Time Basis. We have agreements for the sale of customized goods, including power
generation equipment such as gas and certain wind turbines. We recognize revenues as we perform under the arrangements using the
percentage of completion method, which is based on our costs incurred to date relative to our estimate of total expected costs. This
requires us to make estimates of customer payments expected to be received over the contract term as well as the costs to complete the
project. In addition, variable consideration is included in the transaction price if, in our judgment, it is expected that a significant future
reversal of cumulative revenue under the contract will not occur. Some of our contracts with customers for the sale of equipment contain
clauses for liquidated damages related to milestones established for on-time delivery or meeting certain product specifications. On an
ongoing basis, we evaluate the probability and magnitude of having to pay liquidated damages. This is factored into our estimate of variable
consideration using the expected value method taking into consideration progress towards meeting contractual milestones, specified
liquidated damages rates, if applicable, and history of paying liquidated damages to the customer or similar customers.
Our billing terms for these agreements are generally based on achieving specified milestones and include billing adjustments for project
delays and performance guarantees. As a result, a significant estimate in determining expected revenues of a contract is estimating project
execution timelines that may be adjusted due to internal and external supply chain adjustments, overall project execution, and product
performance. We generally use a combination of historical information as well as forward-looking information surrounding project execution
timelines and product performance in developing our revenue estimates. To develop our revenue estimates, we start with the contract price
and then make downward revisions based on historical trends. In addition, we also adjust as we become aware of new information.
Our estimation of the total costs required to fulfill our promise to a customer is generally based on our history of manufacturing similar
assets for customers. This estimation of cost is critical to our revenue recognition process and is updated routinely to reflect changes in
quantity or cost of the inputs. In certain projects, the underlying technology or promise to the customer is unique to what we have
historically promised, and reliably estimating the total cost to fulfill the promise to the customer requires a significant level of judgment. The
estimation of costs is subject to increased subjectivity when we introduce new products and technologies, and actual costs may differ from
estimates more widely at this stage of development due to lack of historical experience.
We routinely review estimates and regularly revise them to adjust for changes in outlook. These revisions are based on objectively
verifiable information that is available at the time of the review.
Goodwill. We test goodwill for impairment at the reporting unit level annually in the fourth quarter of each year using October 1st as the
measurement date. We also test goodwill for impairment when an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying value. An impairment charge is recognized if the carrying amount of a reporting
unit exceeds its fair value.
We determine fair value for each of the reporting units using the market approach, when available and appropriate, or the income
approach, or a combination of both. We assess the valuation methodology based upon the relevance and availability of the data at the time
we perform the valuation. If multiple valuation methodologies are used, the results are weighted appropriately.
Under the market approach, fair value is derived from metrics of publicly traded companies or historically completed transactions of
comparable businesses, when available. The selection of comparable businesses is based on the markets in which the reporting units
operate giving consideration to risk profiles, size, geography, and diversity of products and services. A market approach is limited to
reporting units for which there are publicly traded companies that have characteristics similar to our businesses.
Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an
appropriate risk-adjusted rate. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective
businesses and in our internally developed forecasts.
Estimating the fair value of reporting units involves the use of significant judgments that are based on a number of factors including actual
operating results, internal forecasts, such as forecasts of costs, margins, investments and capital expenditures, market observable pricing
multiples of similar businesses and comparable transactions, possible control premiums, determining the appropriate discount rate and
long-term growth rate assumptions, and, if multiple approaches are being used, determining the appropriate weighting applied to each
approach. It is reasonably possible that the judgments and estimates described above could change in future periods.
In the fourth quarter of 2025, we performed our annual goodwill impairment test. Based on the results of this test, the fair values of each of
our reporting units significantly exceeded their carrying values; however, we identified one reporting unit for which the fair value in excess of
carrying value declined significantly since the prior year. The fair value of our Wind reporting unit, which has $3.3 billion of goodwill,
exceeds the carrying value by 27%. See Note 8 in the Notes to the consolidated and combined financial statements for further information.
2025 FORM 10-K 32
Income Taxes. Prior to the Spin-Off, GE Vernova was included in the consolidated U.S. federal, state, and foreign income tax returns of
GE, where eligible, through April 2, 2024. We have adopted the separate return method in preparing a provision for income taxes for the
periods prior to the Spin-Off. The calculation of income taxes on a separate return basis requires considerable judgment and use of both
estimates and allocations. As a result, our provision for income taxes reflected in our consolidated and combined financial statements for
2023 and the first quarter of 2024 have been estimated as if we were a separate taxpayer. Following the Spin-Off, GE Vernova files tax
returns independently and our provision for income taxes is prepared on a stand-alone basis.
We only recognize the tax benefits from income tax positions that have a greater than 50 percent likelihood of being sustained upon
examination by the taxing authorities. A liability is recorded for uncertain tax positions when there is a 50 percent or less likelihood such tax
position would be sustained based on its technical merits. Significant judgment is required when evaluating tax positions for uncertainty. We
re-evaluate uncertain tax positions upon changes in facts and circumstances, changes in tax law or guidance, and upon effective
settlement of issues with tax authorities. Changes in the recognition or measurement of uncertain tax positions could result in material
increases or decreases in our provision (benefit) for income taxes in the period such determination is made.
We record deferred taxes on the future tax consequences of differences between the financial statement carrying value of our assets and
liabilities and their respective tax basis. The realization of deferred tax assets depends on sufficient sources of taxable income. Possible
sources of taxable income include taxable income in carry-back periods, the future reversal of existing taxable temporary differences
recorded as a deferred tax liability, tax-planning strategies that generate future income, and projected future taxable income. If, based upon
all available evidence, both positive and negative, it is more likely than not such deferred tax assets will not be realized, a valuation
allowance is recorded to adjust the deferred tax assets to the net amount which is more likely than not to be realized. Significant weight is
given to evidence that is objectively verifiable such as cumulative losses in recent years; however, some evidence may be based on
estimates and assumptions regarding potential sources of future taxable income. Changes in these estimates and assumptions may result
in a change in judgment regarding the realizability of deferred tax assets. See Note 15 in the Notes to the consolidated and combined
financial statements for further information.
Postretirement Benefit Plans. We engage third-party actuaries to assist in the determination of pension obligations and related plan
costs. We develop significant long-term assumptions including discount rates and the expected rate of return on assets in connection with
our pension accounting. We recognize differences between the expected long-term return on plan assets, the actual return, and net
actuarial gains and losses for the pension plan liabilities annually in the fourth quarter of each fiscal year and whenever a plan is
determined to qualify for a remeasurement within our Consolidated and Combined Statement of Comprehensive Income (Loss).
Accounting requirements necessitate the use of assumptions to reflect the uncertainties and the length of time over which the pension
obligations will be paid. The actual amount of future benefit payments will depend upon when participants retire, the amount of their benefit
at retirement, and how long they live. We discount the future payments using a rate that matches the time frame over which the payments
will be made. We also assume a long-term rate of return that will be earned on investments used to fund these payments.
We evaluate these assumptions annually. We periodically evaluate other assumptions, such as compensation, retirement age, mortality,
and turnover, and update them as necessary to reflect our actual experience and expectations for the future.
We determine the discount rate using the weighted-average yields on high-quality fixed-income securities that have maturities consistent
with the timing of benefit payments. Lower discount rates increase the size of the benefit obligations and generally increase pension
expense in the following year; higher discount rates reduce the size of the benefit obligation and generally reduce subsequent-year pension
expense.
The expected return on plan assets is the estimated long-term rate of return that will be earned on the investments used to fund the
pension obligations. To determine this rate, we consider the current and target composition of plan investments, our historical returns
earned, and our expectation about the future.
As of the measurement date of December 31, 2025, net periodic benefit income for 2026 is estimated to be $0.5 billion. The components of
net periodic benefit costs, other than the service component, are included in Non-operating benefit income in our Consolidated and
Combined Statement of Income (Loss).
Fluctuations in discount rates can significantly impact pension costs and obligations. A 25 basis point decrease in the discount rate would
increase our pension and retiree benefit plan costs in the following year by less than $0.1 billion and would also expect an increase in the
pension and retiree benefit plan projected benefit obligations at year-end by approximately $0.4 billion. A 50 basis point decrease in the
expected return on assets would increase pension plan costs in the following year by less than $0.1 billion. See Note 13 in the Notes to the
consolidated and combined financial statements for further information.
Loss Contingencies. Loss contingencies are existing conditions, situations, or circumstances involving uncertainty as to possible loss that
will ultimately be resolved when future events occur or fail to occur. Such contingencies include, but are not limited to, warranties,
environmental obligations, litigation, regulatory investigations and proceedings, and losses resulting from other events and developments.
When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss.
We consider many factors in making these assessments, including historical experience and matter specifics. Estimates are developed in
consultation with legal counsel and are based on an analysis of potential results.
When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low end of such range. However, the
likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a
range of loss may not be practicable based on the information available and the potential effect of future events and negotiations with or
decisions by third parties that will determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be
resolved over many years, during which time relevant developments and new information must be continuously evaluated to determine
both the likelihood of potential loss and whether it is possible to reasonably estimate a range of possible loss. Disclosure is provided for
2025 FORM 10-K 33
material loss contingencies when a loss is probable, but a reasonable estimate cannot be made, and when it is reasonably possible that a
loss will be incurred or the amount of a loss will exceed the recorded provision. We regularly review contingencies to determine whether the
likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. See Note 22 in the
Notes to the consolidated and combined financial statements for further information.
Environmental and Asset Retirement Obligations. Our operations involve the use, disposal, and cleanup of substances regulated under
environmental protection laws and nuclear decommissioning regulations. We have obligations for ongoing and future environmental
remediation activities and may incur additional liabilities in connection with previously remediated sites or as a result of any restructuring
actions taken in future periods. Additionally, like many other industrial companies, we and our subsidiaries are defendants in various
lawsuits related to alleged worker exposure to asbestos or other hazardous materials. Liabilities for environmental remediation, nuclear
decommissioning, and worker exposure claims exclude possible insurance recoveries.
We record asset retirement obligations associated with the retirement of tangible long-lived assets as a liability in the period in which the
obligation is incurred and its fair value can be reasonably estimated. These obligations primarily represent legal obligations to return leased
premises to their initial state, or dismantle and repair specific alterations for certain leased sites. The liability is measured at the present
value of the obligation when incurred and is adjusted in subsequent periods. Corresponding asset retirement costs are capitalized as part
of the carrying value of the related long-lived assets and depreciated over the asset’s useful life. See Note 22 in the Notes to the
consolidated and combined financial statements for further information.
NON-GAAP FINANCIAL MEASURES. The non-GAAP financial measures presented in this Annual Report on Form 10-K are supplemental
measures of our performance and our liquidity that we believe help investors understand our financial condition and operating results and
assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding U.S. GAAP
financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or are
unrelated to our core operating results and the overall health of our company. We believe that these non-GAAP financial measures provide
investors greater transparency to the information used by management for its operational decision-making and allow investors to see our
results “through the eyes of management.” We further believe that providing this information assists our investors in understanding our
operating performance and the methodology used by management to evaluate and measure such performance. When read in conjunction
with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and
can be used by management as one basis for financial, operational, and planning decisions. Finally, these measures are often used by
analysts and other interested parties to evaluate companies in our industry.
Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by
other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from
company to company. In order to compensate for these and the other limitations discussed below, management does not consider these
measures in isolation from or as alternatives to the comparable financial measures determined in accordance with U.S. GAAP. Readers
should review the reconciliations below, and above with respect to free cash flow, and should not rely on any single financial measure to
evaluate our business. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable
U.S. GAAP financial measures follow.
We believe the organic measures presented below provide management and investors with a more complete understanding of underlying
operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions, and foreign currency,
which includes translational and transactional impacts, as these activities can obscure underlying trends.
ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP)
Revenue(a)
Segment EBITDA
Segment EBITDA margin
2025
2024
V%
2025
2024
V%
2025
2024
V pts
Power (GAAP)
$19,767
$18,127
9%
$2,902
$2,268
28%
14.7%
12.5%
2.2pts
Less: Acquisitions
—
—
4
—
Less: Business dispositions
—
308
—
(41)
Less: Foreign currency effect
95
16
107
(49)
Power organic (Non-GAAP)
$19,672
$17,803
10%
$2,791
$2,358
18%
14.2%
13.2%
1.0pts
Wind (GAAP)
$9,110
$9,701
(6)%
$(598)
$(588)
(2)%
(6.6)%
(6.1)%
(0.5)pts
Less: Acquisitions
—
—
—
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
13
(13)
(92)
(23)
Wind organic (Non-GAAP)
$9,097
$9,714
(6)%
$(507)
$(565)
10%
(5.6)%
(5.8)%
0.2pts
Electrification (GAAP)
$9,642
$7,550
28%
$1,433
$679
F
14.9%
9.0%
5.9pts
Less: Acquisitions
6
—
(7)
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
135
16
38
(11)
Electrification organic (Non-GAAP)
$9,500
$7,534
26%
$1,403
$690
F
14.8%
9.2%
5.6pts
(a) Includes intersegment sales of $487 million and $483 million for the years ended December 31, 2025 and 2024, respectively. See Note
24 in the Notes to the consolidated and combined financial statements for further information.
2025 FORM 10-K 34
ORGANIC REVENUES (NON-GAAP)
2025
2024
V%
Total revenues (GAAP)
$38,068
$34,935
9%
Less: Acquisitions
6
—
Less: Business dispositions
—
308
Less: Foreign currency effect
244
19
Organic revenues (Non-GAAP)
$37,818
$34,608
9%
EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP)
2025
2024
V%
Total equipment revenues (GAAP)
$20,934
$18,952
10%
Less: Acquisitions
—
—
Less: Business dispositions
—
171
Less: Foreign currency effect
114
(2)
Equipment organic revenues (Non-GAAP)
$20,820
$18,784
11%
Total services revenues (GAAP)
$17,134
$15,983
7%
Less: Acquisitions
6
—
Less: Business dispositions
—
138
Less: Foreign currency effect
130
21
Services organic revenues (Non-GAAP)
$16,999
$15,824
7%
We believe that Adjusted EBITDA* and Adjusted EBITDA margin*, which are adjusted to exclude the effects of unique and/or non-cash
items that are not closely associated with ongoing operations, provide management and investors with meaningful measures of our
performance that increase the period-to-period comparability by highlighting the results from ongoing operations and the underlying
profitability factors. We believe Adjusted organic EBITDA* and Adjusted organic EBITDA margin* provide management and investors with,
when considered with Adjusted EBITDA* and Adjusted EBITDA margin*, a more complete understanding of underlying operating results
and trends of established, ongoing operations by further excluding the effect of acquisitions, dispositions, and foreign currency, which
includes translational and transactional impacts, as these activities can obscure underlying trends. We believe these measures provide
additional insight into how our businesses are performing on a normalized basis. However, Adjusted EBITDA*, Adjusted organic EBITDA*,
Adjusted EBITDA margin*, and Adjusted organic EBITDA margin* should not be construed as inferring that our future results will be
unaffected by the items for which the measures adjust.
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
(NON-GAAP)
2025
2024
V%
2023
Net income (loss) (GAAP)
$4,879
$1,559
F
$(474)
Add: Restructuring and other charges
277
426
433
Add: (Gains) losses on purchases and sales of business interests(a)
(281)
(1,024)
(92)
Add: Russia and Ukraine charges(b)
—
—
95
Add: Separation costs (benefits)(c)
180
(9)
—
Add: Arbitration refund(d)
—
(254)
—
Add: Non-operating benefit income
(459)
(536)
(567)
Add: Depreciation and amortization(e)
847
1,008
847
Add: Interest and other financial (income) charges – net(f)(g)
(185)
(130)
53
Add: Provision (benefit) for income taxes(g)
(2,062)
995
512
Adjusted EBITDA (Non-GAAP)
$3,196
$2,035
57%
$807
Net income (loss) margin (GAAP)
12.8%
4.5%
8.3 pts
(1.4)%
Adjusted EBITDA margin (Non-GAAP)
8.4%
5.8%
2.6 pts
2.4%
(a) Includes unrealized (gains) losses related to our interest in China XD Electric Co., Ltd, recorded in Net interest and investment income
(loss) which is part of Other income (expense) - net. See Note 19 for further information.
(b) Related to recoverability of asset charges recorded in connection with the ongoing conflict between Russia and Ukraine and resulting
sanctions primarily related to our Power business.
(c) Costs incurred in the Spin-Off and separation from GE, including system implementations, advisory fees, one-time stock option grant,
and other one-time costs. In addition, 2024 includes $136 million benefit related to deferred intercompany profit that was recognized
upon GE retaining the renewable energy U.S. tax equity investments.
(d) Represents a cash refund received related to an arbitration proceeding with a multiemployer pension plan and excludes $52 million
related to the interest on such amounts that was recorded in Interest and other financial charges – net.
(e) Excludes depreciation and amortization expense related to Restructuring and other charges. Includes amortization of basis differences
included in Equity method investment income (loss) which is part of Other income (expense) - net.
(f) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business
operations primarily with customers.
(g) Excludes interest expense (income) of $(1) million, $10 million and $45 million and benefit (provision) for income taxes of $(11) million,
$56 million and $168 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to our Financial Services
business which, because of the nature of its investments, is measured on an after-tax basis.
*Non-GAAP Financial Measure
2025 FORM 10-K 35
ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA MARGIN
(NON-GAAP)
2025
2024
V%
Adjusted EBITDA (Non-GAAP)
$3,196
$2,035
57%
Less: Acquisitions
(3)
—
Less: Business dispositions
—
(41)
Less: Foreign currency effect
31
(96)
Adjusted organic EBITDA (Non-GAAP)
$3,168
$2,172
46%
Adjusted EBITDA margin (Non-GAAP)
8.4%
5.8%
2.6 pts
Adjusted organic EBITDA margin (Non-GAAP)
8.4%
6.3%
2.1 pts
See “—Capital Resources and Liquidity” for discussion of free cash flow*.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk
primarily from the effect of fluctuations in foreign currency exchange rates, interest rates, and commodity prices. These exposures are
managed and mitigated with the use of financial instruments, including derivatives contracts. We apply policies to manage these risks,
including prohibitions on speculative activities.
Foreign Exchange Risk. As a result of our global operations, we generate and incur a significant portion of our revenues and expenses in
currencies other than the U.S. dollar. Such principal currencies include the euro and British pound sterling. We are also exposed to the risk
of changes in foreign exchange rates due to our net investment in foreign operations. The effects from the foreign currency exchange rate
fluctuations on the translation of net amounts to the U.S. dollar, the reporting currency, are reflected in our equity position. See Note 2 in the
Notes to the consolidated and combined financial statements for further information regarding our net gains (losses) from foreign currency
transactions.
Foreign exchange rate risk is managed with a variety of techniques, including selective use of derivatives. It is our policy to minimize
currency exposures by conducting operations either within functional currencies or using the protection of hedging strategies. A 10%
increase in exchange rates against the U.S. dollar would have decreased our net income for the year ended December 31, 2025 by
approximately $0.1 billion. This analysis considered the net currency exposure of foreign currency denominated monetary items and
hedging instruments.
For instruments designated as cash flow hedges, a 10% decrease in exchange rates against the U.S. dollar would have decreased
Accumulated Other Comprehensive Income (AOCI) for the year ended December 31, 2025 by approximately $0.1 billion.
Interest Rate Risk. We are subject to interest rate risks in the ordinary course of our business. The level of our interest rate risk is
dependent on our debt exposure and capital structure and is sensitive to changes in the general level of interest rates. Historical
fluctuations in interest rates have not been significant for us; however, this may vary in the future as our capital structure changes.
Commodity Risk. Our operations require the use of various commodities. Fluctuations in the prices and availability of these commodities
can impact our cost of equipment sold and thus our profitability. To mitigate this risk, we have implemented various strategies, including
commercial actions, diversification of supplier base, and derivative instruments. We continuously monitor our exposure to commodity price
fluctuations and adjust our risk management strategies as necessary.
See Note 20 in the Notes to the consolidated and combined financial statements for further information regarding our risk exposures, our
use of derivatives, and the effects of this activity on our consolidated and combined financial statements.
*Non-GAAP Financial Measure
2025 FORM 10-K 36
Item 8. Financial Statements and Supplementary Data
AUDITOR'S REPORT
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of GE Vernova Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated and combined statements of financial position of GE Vernova Inc. and subsidiaries (the
"Company") as of December 31, 2025, and 2024, the related consolidated and combined statements of income (loss), comprehensive
income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of
America.
We have also audited, in accordance with the standards of the PCAOB, the Company’s internal control over financial reporting as of
December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated January 29, 2026 expressed an unqualified opinion on the
Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Sales of services - Revenue recognition on certain Power long-term service agreements - Refer to Notes 2 and 9 to the financial
statements
Critical Audit Matter Description
The Company enters into long-term service agreements with customers within its Power segment. These agreements require the Company
to provide preventative and routine maintenance services, outage services, and stand-by “warranty-type” services, which generally range
from 5 to 25 years. Revenue for these agreements is recognized using the percentage of completion method, based on costs incurred
relative to total estimated costs over the contract term. As part of the revenue recognition process, the Company estimates both customer
payments that are expected to be received and costs to perform services over the contract term. Key assumptions within those estimates
that require significant judgment from management include: (a) how the customer will utilize the assets covered over the contract term, (b)
the expected timing and extent of future maintenance and outage services, (c) the future cost of materials, labor, and other resources, and
(d) forward looking information concerning market conditions.
Given the complexity involved with evaluating the estimates, which includes significant judgment necessary to estimate future costs,
auditing management’s key assumptions within the estimates required a high degree of auditor judgment and extensive audit effort,
including the involvement of professionals with specialized skills and industry knowledge.
How the Critical Audit Matter Was Addressed in the Audit
Our auditing procedures over the estimates and key assumptions described above related to the amount and timing of revenue recognition
of the long-term service agreements, within the Power segment, included the following, among others:
•We tested the effectiveness of controls over the revenue recognition process for the long-term service agreements, including
controls over management’s key estimates.
2025 FORM 10-K 37
•We evaluated management’s risk assessment process through observation of key meetings, including inspection of
documentation, addressing contract status and current market conditions.
•We evaluated the appropriateness and consistency of management’s methods and key assumptions to develop cost estimates,
including expected timing and extent of future maintenance and outage services as well as the future cost of materials, labor and
other resources, all of which impact contract margin.
•We tested management’s utilization assumptions for timing and extent of future maintenance and overhaul services projected for
the contract term by comparing current estimates to historical information and forward-looking market conditions.
•We tested management’s process for estimating the timing and amount of costs associated with maintenance, outage, and other
major events throughout the contract term, including comparing estimates to historical cost experience, performing a retrospective
review, performing analytical procedures, and utilizing specialists to evaluate engineering studies used by the Company to
estimate the useful life of capital parts of certain installed equipment.
/s/
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 29, 2026
We have served as the Company's auditor since 2022.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of GE Vernova Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of GE Vernova Inc. and subsidiaries (the “Company”) as of December 31,
2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013)
issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated and combined financial statements as of and for the year ended December 31, 2025, of the 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. Our
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
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
/s/
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 29, 2026
2025 FORM 10-K 38
CONSOLIDATED AND COMBINED STATEMENT OF INCOME (LOSS)
For the years ended December 31 (In millions, except per share amounts)
2025
2024
2023
Sales of equipment
$20,934
$18,952
$18,258
Sales of services
17,134
15,983
14,981
Total revenues
38,068
34,935
33,239
Cost of equipment
18,759
17,989
18,705
Cost of services
11,774
10,861
9,716
Gross profit
7,535
6,085
4,818
Selling, general, and administrative expenses
4,949
4,632
4,845
Research and development expenses
1,197
982
896
Operating income (loss)
1,388
471
(923)
Interest and other financial income (charges) – net
186
120
(98)
Non-operating benefit income
459
536
567
Other income (expense) – net (Note 19)
795
1,372
324
Income (loss) before income taxes
2,828
2,498
(130)
Provision (benefit) for income taxes (Note 15)
(2,051)
939
344
Net income (loss)
4,879
1,559
(474)
Net loss (income) attributable to noncontrolling interests
4
(7)
36
Net income (loss) attributable to GE Vernova
$4,884
$1,552
$(438)
Earnings (loss) per share attributable to GE Vernova (Note 18):
Basic
$17.92
$5.65
$(1.60)
Diluted
$17.69
$5.58
$(1.60)
Weighted-average number of common shares outstanding:
Basic
272
275
274
Diluted
276
278
274
2025 FORM 10-K 39
CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION
December 31 (In millions, except share and per share amounts)
2025
2024
Cash, cash equivalents, and restricted cash
$8,848
$8,205
Current receivables – net (Note 4)
9,803
8,177
Inventories, including deferred inventory costs (Note 5)
10,429
8,587
Current contract assets (Note 9)
9,294
8,621
All other current assets (Note 10)
1,445
564
Assets held for sale (Note 3)
396
—
  Current assets
40,216
34,153
Property, plant, and equipment – net (Note 6)
6,006
5,150
Goodwill (Note 8)
4,439
4,263
Intangible assets – net (Note 8)
727
813
Contract and other deferred assets (Note 9)
378
555
Equity method investments (Note 11)
1,834
2,149
Deferred income taxes (Note 15)
5,321
1,639
All other assets (Note 10)
4,095
2,763
Total assets
$63,016
$51,485
Accounts payable and equipment project payables (Note 12)
$8,809
$8,602
Contract liabilities and deferred income (Note 9)
25,774
17,587
All other current liabilities (Note 14)
6,310
5,496
Liabilities held for sale (Note 3)
79
—
  Current liabilities
40,972
31,685
Deferred income taxes (Note 15)
1,162
827
Non-current compensation and benefits
3,171
3,264
All other liabilities (Note 14)
5,416
5,116
Total liabilities
50,720
40,892
Commitments and contingencies (Note 22)
Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 269,529,464 and
275,880,314 shares outstanding as of December 31, 2025 and December 31, 2024, respectively
3
3
Additional paid-in capital
9,813
9,733
Retained earnings
6,154
1,611
Treasury common stock, 8,397,266 and 226,290 shares at cost as of December 31, 2025 and
December 31, 2024, respectively
(3,385)
(43)
Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 16)
(1,407)
(1,759)
Total equity attributable to GE Vernova
11,178
9,546
Noncontrolling interests
1,118
1,047
Total equity
12,296
10,593
Total liabilities and equity
$63,016
$51,485
2025 FORM 10-K 40
CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS
For the years ended December 31 (In millions)
2025
2024
2023
Net income (loss)
$4,879
$1,559
$(474)
Adjustments to reconcile net income (loss) to cash from (used for) operating
activities
Depreciation and amortization of property, plant, and equipment (Note 6)
615
895
724
Amortization of intangible assets (Note 8)
238
277
240
(Gains) losses on purchases and sales of business interests
(185)
(1,147)
(209)
Principal pension plans – net (Note 13)
(361)
(376)
(405)
Other postretirement benefit plans – net (Note 13)
(227)
(290)
(313)
Provision (benefit) for income taxes (Note 15)
(2,051)
939
344
Cash recovered (paid) during the year for income taxes
(830)
(623)
(2)
Changes in operating working capital:
Decrease (increase) in current receivables
(1,928)
(1,297)
(839)
Decrease (increase) in inventories, including deferred inventory costs
(1,433)
(641)
(240)
Decrease (increase) in current contract assets
(456)
(409)
113
Increase (decrease) in accounts payable and equipment project payables
(105)
667
(716)
Increase (decrease) in contract liabilities and current deferred income
8,019
2,799
2,812
All other operating activities
(1,187)
229
151
Cash from (used for) operating activities
4,987
2,583
1,186
Additions to property, plant, and equipment and internal-use software
(1,277)
(883)
(744)
Dispositions of property, plant, and equipment
39
25
60
Purchases of and contributions to equity method investments
(87)
(114)
(83)
Sales of and distributions from equity method investments
464
244
232
Proceeds from principal business dispositions
60
813
—
All other investing activities
47
(122)
(199)
Cash from (used for) investing activities
(755)
(37)
(734)
Net increase (decrease) in borrowings of maturities of 90 days or less
—
(23)
16
Transfers from (to) Parent
—
2,933
(361)
Dividends paid to stockholders
(275)
—
—
Purchases of common stock for treasury
(3,316)
(43)
—
All other financing activities
(221)
785
(63)
Cash from (used for) financing activities
(3,813)
3,652
(408)
Effect of currency exchange rate changes on cash, cash equivalents, and
restricted cash
224
(147)
22
Increase (decrease) in cash, cash equivalents, and restricted cash,
including cash classified within assets held for sale
644
6,051
66
Less: Net increase (decrease) in cash classified within assets held for sale
2
(603)
582
Increase (decrease) in cash, cash equivalents, and restricted cash
643
6,654
(516)
Cash, cash equivalents, and restricted cash at beginning of year
8,205
1,551
2,067
Cash, cash equivalents, and restricted cash as of December 31
$8,848
$8,205
$1,551
Supplemental disclosure of cash flows information
Cash paid during the year for interest
$(53)
$(74)
$(83)
2025 FORM 10-K 41
CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In millions)
2025
2024
2023
Net income (loss) attributable to GE Vernova
$4,884
$1,552
$(438)
Net loss (income) attributable to noncontrolling interests
4
(7)
36
Net income (loss)
$4,879
$1,559
$(474)
Other comprehensive income (loss):
Currency translation adjustments – net of taxes
473
(397)
114
Benefit plans – net of taxes
(187)
(730)
640
Cash flow hedges – net of taxes
67
6
69
Other comprehensive income (loss)
$354
$(1,120)
$823
Comprehensive income (loss)
$5,233
$439
$349
Comprehensive loss (income) attributable to noncontrolling interests
2
(11)
34
Comprehensive income (loss) attributable to GE Vernova
$5,235
$428
$383
2025 FORM 10-K 42
CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY
Common stock
(In millions)
Common
shares
outstanding
Par
value
Additional
paid-in
capital
Retained
earnings
Treasury
common
stock
Net parent
investment
Accumulated
other
comprehensive
income (loss) –
net
Equity
attributable to
noncontrolling
interests
Total
equity
Balances as of January 1, 2025
276
$3
$9,733
$1,611
$(43)
$—
$(1,759)
$1,047
$10,593
Issuance of shares in connection with
equity awards
2
—
(177)
—
—
—
—
—
(177)
Share-based compensation expense
—
—
257
—
—
—
—
—
257
Dividends declared ($1.25 per
common share)
—
—
—
(341)
—
—
—
—
(341)
Repurchase of common stock
(8)
—
—
(3,342)
—
—
—
(3,342)
Net income (loss)
—
—
—
4,884
—
—
—
(4)
4,879
Currency translation adjustments –
net of taxes
—
—
—
—
—
—
474
—
473
Benefit plans – net of taxes
—
—
—
—
—
—
(189)
2
(187)
Cash flow hedges – net of taxes
—
—
—
—
—
—
67
—
67
Changes attributable to noncontrolling
interests
—
—
—
—
—
—
—
73
73
Balances as of December 31, 2025
270
$3
$9,813
$6,154
$(3,385)
$—
$(1,407)
$1,118
$12,296
Balances as of January 1, 2024
—
$—
$—
$—
$—
$8,051
$(635)
$964
$8,380
Transfers from (to) Parent, including
Spin-Off related adjustments
—
—
—
—
—
794
—
—
794
Issuance of common stock in
connection with the Spin-Off and
reclassification of net parent
investment
274
3
8,712
—
—
(8,715)
—
—
—
Issuance of shares in connection with
equity awards(a)
2
—
52
—
(40)
—
—
—
12
Share-based compensation expense
—
—
155
—
—
—
—
—
155
Dividends declared ($0.25 per
common share)
—
—
—
(70)
—
—
—
—
(70)
Repurchase of common stock
—
—
—
—
(3)
—
—
—
(3)
Net income (loss)
—
—
—
1,682
(130)
—
7
1,559
Currency translation adjustments –
net of taxes
—
—
—
—
—
—
(399)
2
(397)
Benefit plans – net of taxes
—
—
—
—
—
—
(732)
2
(730)
Cash flow hedges – net of taxes
—
—
—
—
—
—
6
—
6
Changes attributable to noncontrolling
interests(b)
—
—
814
—
—
—
—
72
886
Balances as of December 31, 2024
276
$3
$9,733
$1,611
$(43)
$—
$(1,759)
$1,047
$10,593
Balances as of January 1, 2023
—
$—
$—
$—
$—
$12,106
$(1,456)
$957
$11,607
Net income (loss)
—
—
—
—
—
(438)
—
(36)
(474)
Currency translation adjustments –
net of taxes
—
—
—
—
—
—
110
4
114
Benefit plans – net of taxes
—
—
—
—
—
—
642
(2)
640
Cash flow hedges – net of taxes
—
—
—
—
—
—
69
—
69
Transfers from (to) Parent
—
—
—
—
—
(3,617)
—
—
(3,617)
Changes attributable to noncontrolling
interests
—
—
—
—
—
—
—
41
41
Balances as of December 31, 2023
—
$—
$—
$—
$—
$8,051
$(635)
$964
$8,380
(a) During the third quarter of 2024, restrictions lapsed on 435,719 shares of GE Vernova common stock in connection with the vesting of
performance shares originally awarded by General Electric Company, now operating as GE Aerospace. We withheld 218,290 shares of
GE Vernova common stock to satisfy tax withholding obligations, resulting in $40 million of Treasury common stock.
(b) Primarily relates to proceeds from the sale of an approximately 24% equity interest in GE Vernova T&D India Ltd, a power transmission
and distribution solution provider, in the year ended December 31, 2024, net of directly attributable taxes of $245 million.
2025 FORM 10-K 43
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Organization. On April 2, 2024, General Electric Company, which now operates as GE Aerospace (GE or Parent) completed the spin-off
(the Spin-Off) of GE Vernova Inc. (the Company, GE Vernova, our, we, or us). The Spin-Off was completed through a distribution of all the
Company's outstanding common stock to holders of record of GE's common stock as of the close of business on March 19, 2024 (the
Distribution), which resulted in the issuance of approximately 274 million shares of common stock. As a result of the Distribution, the
Company became an independent public company. Our common stock is listed under the symbol “GEV” on the New York Stock Exchange.
In connection with the Spin-Off, GE contributed cash of $515 million to GE Vernova to fund future operations and transferred restricted
cash of $325 million to us such that the Company’s cash balance upon completion of the Spin-Off was approximately $4,200 million.
In connection with the Spin-Off, GE Vernova entered into several agreements with GE, including a separation and distribution agreement
that sets forth certain agreements with GE regarding the principal actions to be taken in connection with the Spin-Off, including the transfer
of assets and assumption of liabilities, and establishes certain rights and obligations between the Company and GE, including procedures
with respect to claims subject to indemnification and related matters. Other agreements we entered into that govern aspects of our
relationship with GE following the Spin-Off include:
•Transition Services Agreement – governs all matters relating to the provision of services between the Company and GE on a
transitional basis. The services the Company receives include support for digital technology, human resources, supply chain,
finance, and real estate services, among others, that are generally intended to be provided for a period no longer than two years
following the Spin-Off.
•Tax Matters Agreement – governs the respective rights, responsibilities, and obligations between the Company and GE with
respect to all tax matters (excluding employee-related taxes covered under the Employee Matters Agreement), in addition to
certain restrictions which generally prohibit us from taking or failing to take any action in the two-year period following the
Distribution that would prevent the Distribution from qualifying as tax-free for U.S. federal income tax purposes, including
limitations on our ability to pursue certain strategic transactions. The agreement specifies the portion of tax liability for which the
Company will bear contractual responsibility, and the Company and GE each agree to indemnify each other against any amounts
for which such indemnified party is not responsible.
•Certain other agreements related to employee matters, trademark license, intellectual property, real estate matters, and framework
investments.
Unless the context otherwise requires, references to the Company, GE Vernova, our, we, and us, refer to (i) GE’s renewable energy, power,
and digital businesses prior to the Spin-Off and (ii) GE Vernova Inc. and its subsidiaries following the Spin-Off.
GE Vernova 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 and sustainable electric power system,
enabling electrification and decarbonization, underpinning the progress and prosperity of the communities we serve. We report our financial
results across three business segments:
•Our Power segment includes design, manufacture, and servicing of 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.
•Our Electrification segment includes grid solutions, power conversion, electrification software, and solar and storage solutions
technologies required for the transmission, distribution, conversion, storage, and orchestration of electricity from point of
generation to point of consumption. 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.
Basis of Presentation. For periods prior to the Spin-Off, the combined financial statements have been derived from the consolidated
financial statements and accounting records of GE, including the historical cost basis of assets and liabilities comprising the Company, as
well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company, using the
historical accounting policies applied by GE. The combined financial statements do not purport to reflect what the results of operations,
comprehensive income, financial position, or cash flows would have been had the Company operated as a separate, stand-alone entity
during the periods prior to the Spin-Off.
We have prepared the accompanying consolidated and combined financial statements in accordance with U.S. generally accepted
accounting principles (U.S. GAAP) and present the historical results of operations, comprehensive income and losses, and cash flows for
the years ended December 31, 2025, 2024, and 2023 and the financial position as of December 31, 2025 and 2024. We have reclassified
certain prior year amounts to conform to the current year’s presentation. The information presented in tables throughout the notes is
presented in millions of U.S. dollars unless otherwise stated. Certain columns and rows may not add due to the use of rounded numbers.
Percentages presented are calculated from the underlying numbers in millions.
All intercompany balances and transactions within the Company have been eliminated in the consolidated and combined financial
statements. Transactions between the Company and GE have been included in these consolidated and combined financial statements.
Certain financing transactions with GE are deemed to have been settled immediately through Net parent investment in our Consolidated
and Combined Statement of Financial Position and are accounted for as a financing activity in the Consolidated and Combined Statement
of Cash Flows as Transfers from (to) Parent. Within the caption Increase (decrease) in accounts payable and equipment project payables
in our Consolidated and Combined Statement of Cash Flows, the increase (decrease) in due to related parties, which primarily included
transactions with GE in the years ended December 31, 2024 and 2023, was $(398) million and $(53) million, respectively.
2025 FORM 10-K 44
For periods prior to the Spin-Off, the Consolidated and Combined Statement of Financial Position reflects all of the assets and liabilities of
GE that are specifically identifiable as being directly attributable to the Company, including Net parent investment as a component of equity.
Net parent investment represents GE’s historical investment in the Company and includes accumulated net income and losses attributable
to the Company, and the net effect of transactions with GE and its subsidiaries.
For periods prior to the Spin-Off, the Consolidated and Combined Statement of Income (Loss) includes expense allocations for certain
corporate, infrastructure, and shared services expenses that were provided by GE on a centralized basis (GE Corporate Costs), including,
but not limited to, finance, supply chain, human resources, IT, insurance, employee benefits, and other expenses that are either specifically
identifiable or clearly applicable to the Company. The GE Corporate Costs allocations may not be indicative of the actual expense that
would have been incurred had the Company operated as an independent, stand-alone public entity.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates and Assumptions. The preparation of the consolidated and combined financial statements in conformity with U.S. GAAP
requires management to make estimates based on assumptions about current, and for some estimates, future, economic and market
conditions which affect reported amounts and related disclosures in the consolidated and combined financial statements. We believe these
assumptions to be reasonable under the circumstances and although our current estimates contemplate current and expected future
conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our
results of operations, financial position, and cash flows.
Estimates are used for, but are not limited to, determining revenue from contracts with customers, recoverability of inventory, long-lived
assets and investments, valuation of goodwill and intangible assets, useful lives used in depreciation and amortization, income taxes and
related valuation allowances, accruals for contingencies including legal, product warranties, environmental and asset retirement obligations,
actuarial assumptions used to determine costs of pension and postretirement benefits, valuation and recoverability of receivables, valuation
of derivatives, and valuation of assets acquired, liabilities assumed, and contingent consideration as a result of acquisitions.
Revenues from the Sale of Equipment. Sales of equipment include the sales of gas turbines, wind turbines and repower units, and other
power generation equipment related to energy production as well as substation solutions, high-voltage direct current (HVDC) solutions,
transformers, and switchgears for the transmission and distribution of electricity.
Performance Obligations Satisfied Over Time. We recognize revenue on agreements for the sale of customized goods including power
generation equipment and long-term construction contracts on an over-time basis as we customize the customer’s equipment during the
manufacturing or integration process and obtain right to payment for work performed.
We recognize revenue as we perform under the arrangements using the percentage of completion method, which is based on our costs
incurred to date relative to our estimate of total expected costs and the transaction price to which we expect to be entitled. Variable
consideration is included in the transaction price if, in our judgment, it is expected that a significant future reversal of cumulative revenue
under the contract will not occur. Some of our contracts with customers for the sale of equipment contain clauses for the payment of
liquidated damages related to milestones established for on-time delivery or meeting certain performance specifications. On an ongoing
basis, we evaluate the probability and magnitude of liquidated damages. This is factored into our estimate of variable consideration using
the expected value method taking into consideration progress towards meeting contractual milestones, specified liquidated damages rates,
if applicable, and history of paying liquidated damages to the customer or similar customers. Our estimate of costs to be incurred to fulfill
our promise to a customer is based on our history of manufacturing or constructing similar assets for customers and is updated routinely to
reflect changes in quantity or cost of the inputs. In certain projects, such as new product introductions, the underlying technology or
promise to the customer is unique to what we have historically promised and reliably estimating the total cost to fulfill the promise to the
customer requires a significant level of judgment. Where the profit from a contract cannot be estimated reliably, revenue is only recognized
equaling the cost incurred to the extent that it is probable that the costs will be recovered. We provide for a potential loss on these
agreements when it is expected that we will incur such loss.
During the years ended December 31, 2025, 2024, and 2023, primarily as a result of changes in product and project cost estimates, we
recorded incremental contract losses for certain Offshore Wind contracts of $637 million, $1,005 million, and $379 million, respectively. The
incremental contract losses primarily relate to the estimated impact of changes in execution timelines, project-related commercial liabilities,
costs to remediate quality issues including the removal of previously installed blades at the Vineyard Wind project, and additional project-
related supply chain and manufacturing costs. Further changes in our execution timelines or other adverse developments could result in
further losses beyond the amounts that we currently estimate.
Our billing terms for these over-time contracts are generally based on achieving specified milestones; however, we receive progress
collections from customers for large equipment purchases to generally reserve production slots. The differences between the timing of our
revenue recognized (based on costs incurred) and customer billings (based on contractual terms) results in changes to our contract asset
or contract liability positions. See Note 9 for further information.
Performance Obligations Satisfied at a Point in Time. We recognize revenue on agreements for non-customized equipment and other
goods we manufacture on a standardized basis for sale to the market at the point in time that the customer obtains control of the product,
which is generally no earlier than when the customer has physical possession. We recognize revenue based on the transaction price to
which we expect to be entitled based on our history and estimates regarding variable consideration such as performance and delivery
commitments. We use proof of delivery for certain large equipment with more complex logistics, whereas the delivery of other equipment is
estimated based on historical averages of in-transit periods (i.e., time between shipment and delivery).
Where arrangements include customer acceptance provisions based on seller or customer-specified objective criteria, we recognize
revenue when we have concluded that the customer has control of the equipment, and that acceptance is likely to occur. We do not
provide for anticipated losses on point-in-time transactions prior to transferring control of the equipment to the customer.
2025 FORM 10-K 45
Our billing terms for these point-in-time equipment contracts generally coincide with delivery to the customer; however, we receive progress
collections from customers for large equipment purchases to generally reserve production slots.
Revenues from the Sale of Services. Sales of services include sales from contracts that include the sales of parts and labor associated
with servicing customers’ installed base in addition to software related offerings, extended warranties, equipment upgrades, and other
service-type activities. Consistent with the way we manage our businesses and interact with customers, we refer to sales under service
agreements, which includes both goods (such as spare parts and equipment upgrades) and related services (such as monitoring,
maintenance, and repairs) as sales of “services,” which is an important part of our operations. See Note 9 for further information.
Performance Obligations Satisfied Over Time. We enter into long-term service agreements, which we refer to as contractual service
agreements, with our customers within our Power segment. These agreements require us to provide preventative and routine maintenance,
outage services, and standby “warranty type” services that include certain levels of assurance regarding asset performance and uptime
throughout the contract periods, which generally range from 5 to 25 years. We account for items that are integral to the maintenance of the
equipment as part of our performance obligation unless the customer has a substantive right to make a separate purchasing decision for
services such as equipment upgrades. When determined to be a separate performance obligation, revenue for equipment upgrades is
recognized over time as our performance enhances the customer’s asset.
We recognize revenue as we perform under these arrangements using the percentage of completion method, which is based on our costs
incurred to date relative to our estimate of total expected costs and the transaction price to which we expect to be entitled under the terms
of the contract. Throughout the life of a contract, this measure of progress captures the nature, timing, and extent of our underlying
performance activities as our stand-ready services often fluctuate between routine inspections and maintenance, unscheduled service
events, and major outages at predetermined usage intervals. We provide for a potential loss on these agreements when it is expected that
we will incur such loss.
Our billing terms for these arrangements are generally based on the customers’ utilization of the equipment (e.g., per hour of usage) and
upon the occurrence of a major maintenance event within the contract, such as an outage. The differences between the timing of our
revenue recognized (based on costs incurred) and customer billings (based on contractual terms) result in changes to our contract asset or
contract liability positions. See Note 9 for further information.
We also enter into long-term service agreements, which we refer to as flexible service agreements, in our Wind segment. Revenues are
recognized for these arrangements on a straight-line basis consistent with the nature, timing, and extent of our services, which primarily
relate to routine maintenance and as needed equipment repairs. We generally invoice periodically as services are provided.
Performance Obligations Satisfied at a Point in Time. We sell certain tangible products, largely spare parts, through our services
businesses. We recognize revenues and bill our customers at the point in time that the customer obtains control of the good, which is at the
point in time we deliver the spare part to the customer.
Cash, Cash Equivalents, and Restricted Cash. Short-term investments and money market instruments with original maturities of three
months or less are included in Cash, cash equivalents, and restricted cash. Restricted cash primarily relates to funds restricted in
connection with contractual and legal restrictions and amounted to $379 million and $438 million as of December 31, 2025 and 2024,
respectively. See Note 22 for further information.
Customer Receivables. Amounts due from customers arising from the sales of equipment and services are recorded at the outstanding
amount, less allowance for losses. We regularly monitor the recoverability of our receivables. See Note 4 for further information.
Allowance for Credit Losses. When we record customer receivables, contract assets, and financing receivables, as well as financial
guarantees and certain commitments, we record an allowance for credit losses for the current expected credit losses inherent in the asset
over its expected life. The allowance for credit losses is a valuation account deducted from the amortized cost basis of the assets to
present the assets’ net carrying value at the amount expected to be collected. In each period, the allowance for credit losses is adjusted
through earnings to reflect expected credit losses over the remaining lives of the assets.
We estimate expected credit losses based on relevant information about past events, including historical experience, current conditions,
and reasonable and supportable forecasts that affect the collectability of the reported amount. When measuring expected credit losses, we
pool assets with similar country risk and credit risk characteristics. Changes in the relevant information may significantly affect the
estimates of expected credit losses.
Inventories. All inventories are stated at lower of cost or realizable values. Cost of inventories is primarily determined on a first-in, first-out
basis. Write-downs for excess, slow moving, and obsolete inventory are recorded as necessary. To determine these amounts, inventory
quantities on-hand are regularly reviewed and compared to historical utilization and estimates of future product demand, market conditions,
and technological developments. See Note 5 for further information.
Property, Plant, and Equipment. The cost of property, plant, and equipment is generally depreciated on a straight-line basis over its
estimated economic life. See Note 6 for further information.
Leases. At lease commencement, we record a lease liability and corresponding right-of-use (ROU) asset, included in property, plant, and
equipment. Options to extend the lease are included as part of the ROU asset and liability when it is reasonably certain the Company will
exercise the option. We have elected to include lease and non-lease components in determining our lease liability for all leased assets
except our vehicle leases. Non-lease components are generally services that the lessor performs for the Company associated with the
leased asset. As the Company’s leases typically do not provide an implicit rate, the present value of our lease liability is determined using
the Company’s incremental collateralized borrowing rate at lease commencement. For leases with an initial term of 12 months or less, an
ROU asset and lease liability are not recognized and lease expense is recognized on a straight-line basis over the lease term. Certain of
our leases include provisions for variable lease payments which are based on, but not limited to, maintenance, insurance, taxes, index
2025 FORM 10-K 46
escalations, and usage based amounts. The Company recognizes variable lease payments not included in its lease liabilities in the period
in which the obligation for those payments is incurred. We test ROU assets whenever events or changes in circumstance indicate that the
asset may be impaired. See Notes 6 and 7 for further information.
Goodwill and Other Intangible Assets. We test goodwill for impairment at the reporting unit level annually in the fourth quarter of each
year using October 1st as the measurement date. We also test goodwill for impairment when an event occurs or circumstances change that
would more likely than not reduce the fair value of a reporting unit below its carrying value. We recognize an impairment charge if the
carrying amount of a reporting unit exceeds its fair value.
For other intangible assets, cost is generally amortized on a straight-line basis over the asset’s estimated economic life. Amortizable
intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts
may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written
down to estimated fair value based on either discounted cash flows or appraised values. See Note 8 for further information.
Derivatives and Hedging. We use derivatives to reduce the earnings, equity, and cash flow volatility associated with risks related to
foreign currency and commodity prices. We use derivatives solely for managing risks and do not use derivatives for speculative purposes.
Accounting for derivatives as hedges requires that, at inception and over the term of the arrangement, the hedged item and related
derivative meet the requirements for hedge accounting. In evaluating whether a particular relationship qualifies for hedge accounting, we
test effectiveness at inception and each reporting period thereafter by determining whether changes in the fair value of the derivative
instrument offset, within a specified range, changes in the fair value of the hedged item. If fair value changes fail this test, we discontinue
the application of hedge accounting to that relationship prospectively. Fair value of both the derivative instrument and the hedged item are
calculated using internal valuation models incorporating market-based assumptions.
We use economic hedges when we have exposures to foreign exchange and commodity risk for which we are unable to meet the
requirements for hedge accounting. These derivatives are not designated as hedges from an accounting standpoint but otherwise serve the
same economic purpose as other hedging arrangements. Although derivatives may be effective economic hedges, there may be a net
effect on earnings in each period due to differences in the timing of earnings recognition between the derivatives and the hedged items.
See Note 20 for further information.
Equity Method Investments. Investments in which we have the ability to exercise significant influence, but do not control, are accounted
for under the equity method of accounting. While a voting percentage of 20% is generally presumed to demonstrate significant influence,
other indicators such as board representation or participation in policy-making processes are considered in determining whether significant
influence exists. Equity method investments are assessed for other-than-temporary impairment when events occur or circumstances
change that indicate it is more likely than not the fair value of the asset is below its carrying value. Our proportionate interest in any intra-
entity profits or losses of an equity method investment are eliminated until the related profit and losses are realized by the investee. Our
share of the results of equity method investments is recognized within Other income (expense) – net in our Consolidated and Combined
Statement of Income (Loss). See Note 11 for further information.
Variable Interest Entities. Arrangements in which voting or similar rights may not be indicative of control are reviewed under the guidance
for variable interest entities (VIEs). We consolidate VIEs for which we are the primary beneficiary, and if we are not the primary beneficiary
and an ownership interest is held, the VIE is generally accounted for under the equity method of accounting. When assessing the
determination of the primary beneficiary, we consider all relevant facts and circumstances, including our power to direct the activities of the
VIE that most significantly impact its economic performance and the obligation to absorb the expected losses and/or the right to receive the
expected returns of the VIE. See Note 21 for further information.
Income Taxes. Prior to the Spin-Off, GE Vernova was included in the consolidated U.S. federal, state, and foreign income tax returns of
GE, where eligible, through April 2, 2024. The Company's provision for income taxes for 2023, and the first quarter of 2024 was prepared
using the separate return method. On a separate return basis, actual transactions included in the consolidated and combined financial
statements of GE may not be included in the GE Vernova consolidated and combined financial statements. Similarly, the tax treatment of
certain items reflected in the consolidated and combined financial statements of GE Vernova may not be reflected in the consolidated and
combined financial statements and tax returns of GE. Therefore, items such as tax loss carryforwards, tax credit carryforwards, and
valuation allowances may exist in the separate GE Vernova consolidated and combined financial statements that may or may not exist in
GE’s consolidated and combined financial statements. Following the Spin-Off, GE Vernova files tax returns independently and the
Company's provision for income taxes is prepared on a stand-alone basis. As a result, the effective tax rate reported in 2024 and 2025 may
differ from those reported in the historical periods prior to the Spin-Off.
We only recognize the tax benefits from income tax positions that have a greater than 50 percent likelihood of being sustained upon
examination by the taxing authorities. A liability is recorded for uncertain tax positions when there is a 50 percent or less likelihood such tax
position would be sustained based on its technical merits. We re-evaluate uncertain tax positions upon changes in facts and circumstances,
changes in tax law or guidance, and upon effective settlement of issues with tax authorities. We classify interest on tax deficiencies or
overpayments as interest expense or income in Interest and other financial income (charges) – net and income tax penalties as a Provision
(benefit) for income taxes in our Consolidated and Combined Statement of Income (Loss).
We record deferred taxes on the future tax consequences of differences between the financial statement carrying value of our assets and
liabilities and their respective tax basis. The realization of deferred tax assets depends on sufficient sources of taxable income. Possible
sources of taxable income include taxable income in carry-back periods, the future reversal of existing taxable temporary differences
recorded as a deferred tax liability, tax-planning strategies that generate future income, and projected future taxable income. If, based upon
all available evidence, both positive and negative, it is more likely than not such deferred tax assets will not be realized, a valuation
allowance is recorded to adjust the deferred tax assets to the net amount which is more likely than not to be realized. See Note 15 for
further information.
2025 FORM 10-K 47
Postretirement Benefit Plans. Certain employees, former employees, and retirees of the Company participate in postretirement benefit
plans sponsored by the Company.
Management presents these plans sponsored by the Company in three categories: principal pension plans, other pension plans, and
principal retiree benefit plans. Plan assets are categorized for disclosure purposes in accordance with the fair value hierarchy. Benefits are
calculated using significant inputs to the actuarial models that measure benefit obligations and related effects on operations. The Company
evaluates critical assumptions, including discount rates and expected return on assets, at least annually on a plan and country-specific
basis. Actual results in any given year often will differ from actuarial assumptions because of economic and other factors.
Projected benefit obligations are measured as the present value of expected payments. We discount those cash payments using the
weighted average of market-observed yields for high-quality fixed-income securities with maturities that correspond to the expected timing
of benefit payments. Generally, lower discount rates increase present values and increase subsequent-year pension expense, while higher
discount rates decrease present values and decrease subsequent-year pension expense. The components of net periodic benefit costs,
other than the service cost component, are recognized within Non-operating benefit income in our Consolidated and Combined Statement
of Income (Loss). The Company delays recognition of gains and losses and subsequently amortizes these amounts into earnings over the
remaining average future service of active employees or the expected life of inactive participants, as applicable, who participate in the plan.
For the principal pension plans, gains and losses are amortized using a straight-line method with a separate layer for each year's gains and
losses. For most other pension plans and principal retiree benefit plans, gains and losses are amortized using a straight-line or a corridor
amortization method. See Note 13 for further information.
Loss Contingencies. Loss contingencies are existing conditions, situations, or circumstances involving uncertainty as to possible loss that
will ultimately be resolved when future events occur or fail to occur. Such contingencies include, but are not limited to warranties,
environmental obligations, litigation, regulatory investigations and proceedings, and losses resulting from other events and developments.
When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss.
When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low end of such range. Disclosure is
provided for material loss contingencies when a loss is probable but a reasonable estimate cannot be made, and when it is reasonably
possible that a loss will be incurred or the amount of a loss will exceed the recorded provision. We regularly review contingencies to
determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be
made. See Note 22 for further information.
Supply Chain Finance Programs. We evaluate supply chain finance programs to ensure where we use a third party intermediary to settle
our trade payables, their involvement does not change the nature, existence, amount, or timing of our trade payables and does not provide
the Company with any direct economic benefit. If any characteristics of the trade payables change or we receive a direct economic benefit,
we reclassify the trade payables as borrowings.
Accounts Payable and Equipment Project Payables. Accounts payable and equipment project payables include amounts due to
suppliers and liabilities for costs and expenses incurred or accrued for which invoices have not been received.
Fair Value Measurements. The following sections describe the valuation methodologies we use to measure financial and non-financial
instruments accounted for at fair value, including certain assets within our pension plans and retiree benefit plans. Observable inputs reflect
market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These inputs establish a fair
value hierarchy:
Level 1 - Quoted prices for identical instruments in active markets;
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that
are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and
Level 3 - Significant inputs to the valuation model are unobservable.
Recurring Fair Value Measurements. For financial assets and liabilities measured at fair value on a recurring basis, fair value is the price
we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In
the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market
observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a
hypothetical transaction that occurs at the measurement date.
Derivatives. Derivative assets and liabilities primarily represent foreign currency and commodity forward contracts. The majority of our
derivatives are valued using internal models. The models maximize the use of market observable inputs including interest rate curves and
both forward and spot prices for currencies and commodities and therefore are considered Level 2. See Note 20 for further information.
Nonrecurring Fair Value Measurements. Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets
and liabilities may include loans and long-lived assets reduced to fair value upon classification as held for sale, impaired equity method
investments, loans, and long-lived assets, assets acquired and liabilities assumed in connection with business combinations, and
remeasured retained investments in formerly combined subsidiaries upon a change in control that results in the deconsolidation of that
subsidiary and retention of a noncontrolling stake in the entity. Assets written down to fair value when impaired and retained investments
are not subsequently adjusted to fair value unless further impairment occurs.
Equity Method Investments. Equity method investments are initially recorded at cost and are adjusted in each period for the Company’s
share of the investee’s income or loss and dividends paid. In instances of impairment, equity method investments are written down to fair
value using market observable data such as quoted prices when available. When market observable data is unavailable, investments are
valued using either a discounted cash flow model, comparative market multiples, third-party pricing sources or a combination of these
approaches, as appropriate. These investments are generally valued using Level 3 inputs.
2025 FORM 10-K 48
Long-lived Assets. Fair values of long-lived assets are primarily derived internally and are corroborated by available external appraisal
information as applicable. These assets are generally valued using Level 3 inputs.
Restructuring Costs. We record liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred.
Employee termination costs are accrued when the restructuring actions are probable and estimable. Costs for one-time termination benefits
in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future
service period. See Note 23 for further information.
Research and Development. The Company conducts research and development (R&D) activities to continually enhance our existing
products and services, develop new products and services to meet our customers’ changing needs and requirements, and address new
market opportunities. This includes internal R&D expenses as well as expenses incurred for R&D services from third parties. R&D costs are
expensed as incurred.
Government Assistance. We receive grants, incentives, and refundable tax credits from various federal, state, local, and foreign
governments in exchange for compliance with certain conditions relating to our activities in a specific jurisdiction which encourage
investment, job creation and retention, and environmental objectives including renewable energy production and emissions reductions. We
recognize government incentives as a reduction to the related expense or asset when there is reasonable assurance that the Company will
comply with the conditions of the incentive, the incentive is received or is probable of receipt, and the amount is determinable. Government
grants resulted in reductions of $46 million, $52 million, and $71 million to research and development expenses for the years ended
December 31, 2025, 2024, and 2023, respectively. As a result of the advanced manufacturing credits provided by the Inflation Reduction
Act, which went into effect in 2023, our Wind business also recognized a $401 million, $319 million, and $234 million reduction to cost of
equipment for the years ended December 31, 2025, 2024, and 2023, respectively, and recorded $412 million and $301 million as of
December 31, 2025 and 2024, respectively, in Current receivables - net and All other assets in our Consolidated and Combined Statement
of Financial Position.
Foreign Currency. We determine the functional currency of foreign subsidiaries based on their primary operations that generate and
expend cash. The functional currency for many of our international operations is the local currency, and for other international operations,
the functional currency is the U.S. dollar. When the functional currency is not the U.S. dollar, asset and liability accounts are translated at
period-end exchange rates, and the Company translates functional currency income and expense amounts to their U.S. dollar equivalents
using average exchange rates for the period. The U.S. dollar effects that arise from changing translation rates from functional currencies
are recorded in Accumulated other comprehensive income (loss) – net attributable to GE Vernova (AOCI) in our Consolidated and
Combined Statement of Financial Position.
Gains and losses from foreign currency transactions, such as those resulting from the settlement of monetary items in the non-functional
currency and those resulting from remeasurements of monetary items, are included in Cost of equipment, Cost of services, and Selling,
general, and administrative expenses in our Consolidated and Combined Statement of Income (Loss) depending on the underlying nature
of the item. Net gains (losses) from foreign currency transactions were $(170) million, $20 million, and $80 million for the years ended
December 31, 2025, 2024, and 2023, respectively.
Recently Issued Accounting Pronouncements. In November 2024, the Financial Accounting Standards Board (FASB) issued ASU No.
2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosure about specific types of expenses
included in the expense captions presented on the face of the income statement as well as disclosure about selling expenses. The ASU is
effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early
adoption permitted. We are currently evaluating the impact that this guidance will have on the disclosures within our consolidated and
combined financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
Targeted improvements to the Accounting for Internal-Use Software. The ASU updates the accounting for internal-use software by
eliminating the concept of development stages. Under this updated guidance, software costs are capitalized once management has
authorized and committed funding to the project, and it is probable the project will be completed and the software used as intended. The
ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual periods. We are currently
evaluating the impact that this guidance will have on our consolidated and combined financial statements.
In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants Received by Business Entities. The new
standard establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. The
ASU is effective for fiscal years beginning after December 15, 2028. We are currently evaluating the impact that this guidance will have on
our consolidated and combined financial statements.
NOTE 3. ASSETS AND LIABILITIES HELD FOR SALE. During the third quarter of 2025, we signed a binding agreement to sell the
Proficy manufacturing software business (Proficy) within our Electrification Software business. The transaction is subject to information and
consultation with employee representatives and other customary closing conditions, including certain regulatory approvals. We expect the
transaction to close in the first half of 2026.
Additionally, during the third quarter of 2025, we signed a binding agreement to sell the issued and outstanding membership interests of
Linden VFT LLC, a merchant transmission facility owned by our Gas Power business. The transaction is subject to regulatory approvals
and customary closing conditions, and we expect to complete the sale in the near term.
2025 FORM 10-K 49
The major components of assets and liabilities held for sale in the Company’s Consolidated and Combined Statement of Financial Position
are summarized as follows:
ASSETS AND LIABILITIES HELD FOR SALE December 31
2025
2024
Property, plant, and equipment - net
$137
$—
Goodwill
184
—
Other assets
75
—
Assets held for sale
$396
$—
Other liabilities
$79
$—
Liabilities held for sale
$79
$—
NOTE 4. CURRENT AND LONG-TERM RECEIVABLES
CURRENT RECEIVABLES – NET December 31
2025
2024
Customer receivables
$7,866
$6,312
Non-income based tax receivables
662
814
Supplier advances and other receivables
1,717
1,514
Other receivables
$2,379
$2,328
Allowance for credit losses
(441)
(464)
Total current receivables – net
$9,803
$8,177
Activity in the allowance for credit losses related to current receivables for the years ended December 31, 2025, 2024, and 2023 consists of
the following:
ALLOWANCE FOR CREDIT LOSSES
2025
2024
2023
Balance as of January 1
$464
$515
$674
Net additions (releases) charged to costs and expenses
2
33
(7)
Write-offs, net
(30)
(36)
(163)
Foreign exchange and other
6
(48)
11
Balance as of December 31
$441
$464
$515
Sales of customer receivables. From time to time, the Company sells current or long-term receivables to third parties in response to
customer-sponsored requests or programs, to facilitate sales, or for risk mitigation purposes. The Company sold current customer
receivables to third parties and subsequently collected $1,616 million, $1,647 million, and $1,590 million in the years ended December 31,
2025, 2024, and 2023, respectively. Transactions under these arrangements are accounted for as sales, and the sold receivables are
removed from the Company's balance sheet. The Company maintains no continuing involvement with respect to the receivables being
transferred. Included in the sales of customer receivables in the year ended December 31, 2023 was $82 million in our Gas Power
business within our Power segment, primarily for risk mitigation purposes.
LONG-TERM RECEIVABLES – NET December 31
2025
2024
Long-term customer receivables
$228
$282
Supplier advances
686
285
Non-income based tax receivables
80
74
Other receivables
440
247
Allowance for credit losses
(197)
(142)
Total long-term receivables – net
$1,237
$745
NOTE 5. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS
December 31
2025
2024
Raw materials and work in process
$6,377
$5,328
Finished goods
3,267
2,490
Deferred inventory costs(a)
786
769
Inventories, including deferred inventory costs
$10,429
$8,587
(a) Represents cost deferral for shipped goods (such as components for wind turbine assemblies in our Wind segment) and labor and
overhead costs on time and material service contracts (primarily originating in our Power segment) and other costs where the criteria for
revenue recognition have not yet been met.
2025 FORM 10-K 50
NOTE 6. PROPERTY, PLANT, AND EQUIPMENT
Depreciable
lives
(in years)
Original Cost
Net Carrying Value
December 31
2025
2024
2025
2024
Land and improvements
8
$358
$337
$342
$323
Buildings, structures, and related equipment
8-40
3,295
3,171
1,349
1,339
Machinery and equipment(a)
4-20
8,426
7,938
2,302
2,284
Leasehold costs and manufacturing plant under construction
1-10
1,500
762
1,225
533
ROU operating lease assets(b)
788
671
Property, plant, and equipment – net
$13,579
$12,207
$6,006
$5,150
(a)Includes equipment we own that is leased to customers and is stated at cost less accumulated depreciation with a carrying value of
$225 million and $374 million as of December 31, 2025 and 2024, respectively.
(b)See Note 7 for further information.
Depreciation and amortization related to property, plant, and equipment was $615 million, $895 million, and $724 million for the years
ended December 31, 2025, 2024, and 2023, respectively.
In the third quarter of 2024, we recognized a non-cash pre-tax impairment charge of $108 million related to property, plant, and equipment
due to restructuring at our Hydro Power business, which is included in depreciation and amortization. This charge was recorded in Cost of
sales in our Consolidated and Combined Statement of Income (Loss). See Note 23 for further information.
NOTE 7. LEASES
Operating Lease Liabilities. The Company leases certain logistics, office, and manufacturing facilities, as well as vehicles and other
equipment. Certain of the Company’s leases may include options to extend. Our operating lease liabilities are included in All other current
liabilities and All other liabilities in our Consolidated and Combined Statement of Financial Position, as detailed below.
December 31
2025
2024
Current portion of operating lease liability
$183
$163
Noncurrent portion of operating lease liability
661
562
Total operating lease liability
$843
$725
OPERATING LEASE EXPENSE
2025
2024
2023
Long-term (fixed)
$220
$194
$205
Long-term (variable)
21
47
49
Short-term
14
25
63
Total operating lease expense
$255
$265
$317
MATURITY OF LEASE LIABILITIES
2026
2027
2028
2029
2030
Thereafter
Total
Undiscounted lease payments
$217
$179
$150
$102
$79
$276
$1,003
Less: Imputed interest
(160)
Total lease liability as of December 31, 2025
$843
SUPPLEMENTAL INFORMATION RELATED TO OPERATING LEASES
2025
2024
2023
Operating cash flows used for operating leases
$225
$242
$214
Right-of-use assets obtained in exchange for new lease liabilities
309
259
278
Weighted-average remaining lease term as of December 31
7.1 years
7.3 years
7.1 years
Weighted-average discount rate as of December 31
4.6%
4.4%
4.0%
Finance Lease Liabilities. Our finance lease liabilities are included in All other current liabilities and All other liabilities in our Consolidated
and Combined Statement of Financial Position, as detailed below. Our finance leases have a weighted-average remaining lease term of
12.0 years and a weighted-average discount rate of 2.8% as of December 31, 2025.
December 31
2025
2024
Current portion of finance lease liability
$24
$18
Noncurrent portion of finance lease liability
254
248
Total finance lease liability
$278
$266
2025 FORM 10-K 51
NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS
CHANGES IN GOODWILL BALANCES
Power
Wind
Electrification
Total
Balance at December 31, 2023
$308
$3,204
$925
$4,437
Currency exchange and other
3
(170)
(7)
(174)
Balance at December 31, 2024
$310
$3,035
$918
$4,263
Acquisitions
15
—
70
84
Currency exchange and other(a)
3
267
(180)
91
Balance at December 31, 2025
$328
$3,302
$808
$4,439
(a)During the third quarter of 2025, we signed a binding agreement to sell the Proficy business, which resulted in $184 million of goodwill
being reclassified to Assets held for sale in our Consolidated and Combined Statement of Financial Position. See Note 3 for further
information.
INTANGIBLE ASSETS SUBJECT TO AMORTIZATION
2025
2024
December 31
Useful lives
(in years)
Gross carrying
amount
Accumulated
amortization
Net
Gross carrying
amount
Accumulated
amortization
Net
Customer-related
3-23
$2,414
$(2,168)
$246
$2,292
$(1,974)
$318
Patents and technology
5-15
3,080
(2,755)
325
2,869
(2,587)
283
Capitalized software
3-10
1,071
(945)
127
1,035
(871)
165
Trademarks & other
3-25
204
(175)
29
208
(160)
48
Total
$6,769
$(6,042)
$727
$6,404
$(5,592)
$813
All intangible assets are subject to amortization. Intangible assets decreased $86 million in 2025, primarily as a result of amortization,
partially offset by acquisitions. Amortization expense was $238 million, $277 million, and $240 million for the years ended December 31,
2025, 2024, and 2023, respectively.
During 2025, we recorded additions to intangible assets subject to amortization of $124 million with a weighted average amortizable period
of 6.6 years, including patents and technology of $97 million with a weighted average amortizable period of 7.1 years.
Estimated annual pre-tax amortization for intangible assets over the next five calendar years are as follows:
ESTIMATED 5 YEAR CONSOLIDATED AMORTIZATION
2026
2027
2028
2029
2030
Estimated annual pre-tax amortization
$226
$205
$135
$35
$30
NOTE 9. CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME
Contract assets reflect revenue recognized on contracts in excess of billings based on contractual terms. Contract liabilities primarily
represent cash received from customers under ordinary commercial payment terms in advance of delivery of equipment orders or servicing
of customers’ installed base.
Contract and other deferred assets increased $496 million in the year ended December 31, 2025 primarily due to the timing of revenue
recognition ahead of billing milestones on equipment and other service agreements. Contract liabilities and deferred income increased
$8,206 million in the year ended December 31, 2025 primarily due to new collections received in excess of revenue recognition at Power
and Electrification, partially offset by revenue recognition in excess of collections at Wind. Net contractual service agreements decreased
primarily due to billings of $5,362 million and net unfavorable changes in estimated profitability of $151 million, partially offset by revenues
recognized of $5,412 million.
Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $11,225 million and $9,933
million for the years ended December 31, 2025 and 2024, respectively.
CONTRACT AND OTHER DEFERRED ASSETS
December 31, 2025
Power
Wind
Electrification
Total
Contractual service agreement assets
$5,417
$—
$—
$5,417
Equipment and other service agreement assets
1,521
988
1,368
3,877
Current contract assets
$6,938
$988
$1,368
$9,294
Non-current contract and other deferred assets(a)
368
1
9
378
Total contract and other deferred assets
$7,305
$990
$1,376
$9,672
December 31, 2024
Power
Wind
Electrification
Total
Contractual service agreement assets
$5,321
$—
$—
$5,321
Equipment and other service agreement assets
1,622
538
1,139
3,300
Current contract assets
$6,944
$538
$1,139
$8,621
Non-current contract and other deferred assets(a)
536
8
11
555
Total contract and other deferred assets
$7,479
$546
$1,150
$9,176
(a) Primarily represents amounts due from customers at Gas Power for the sale of services upgrades, which we collect through incremental
fixed or usage-based fees from servicing the equipment under contractual service agreements.
2025 FORM 10-K 52
CONTRACT LIABILITIES AND DEFERRED INCOME
December 31, 2025
Power
Wind
Electrification
Total
Contractual service agreement liabilities
$1,977
$—
$—
$1,977
Equipment and other service agreement liabilities
14,529
2,588
6,405
23,524
Current deferred income
21
208
44
273
Contract liabilities and current deferred income
$16,527
$2,796
$6,449
$25,774
Non-current deferred income
20
142
13
175
Total contract liabilities and deferred income
$16,547
$2,938
$6,462
$25,950
December 31, 2024
Power
Wind
Electrification
Total
Contractual service agreement liabilities
$1,789
$—
$—
$1,789
Equipment and other service agreement liabilities
7,879
3,684
3,946
15,511
Current deferred income
6
193
88
287
Contract liabilities and current deferred income
$9,674
$3,877
$4,034
$17,587
Non-current deferred income
29
112
16
157
Total contract liabilities and deferred income
$9,703
$3,989
$4,050
$17,744
Remaining Performance Obligation (RPO). As of December 31, 2025, the aggregate amount of the contracted revenues allocated to our
unsatisfied (or partially unsatisfied) performance obligations were $150,238 million. We expect to recognize revenue as we satisfy our
remaining performance obligations as follows:
(1)Equipment-related RPO of $64,245 million of which 37%, 69%, and 97% is expected to be recognized within 1, 2, and 5 years,
respectively, and the remaining thereafter.
(2)Services-related RPO of $85,993 million of which 17%, 52%, 77%, and 91% is expected to be recognized within 1, 5, 10, and 15
years, respectively, and the remaining thereafter. 
Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related RPO.
NOTE 10. CURRENT AND ALL OTHER ASSETS
December 31
2025
2024
Derivative instruments (Note 20)
$233
$168
Prepaid taxes and deferred charges
698
297
Investment securities(a)
466
—
Other
48
98
All other current assets
$1,445
$564
Long-term receivables – net (Note 4)
$1,237
$745
Pension surplus (Note 13)
1,163
890
Taxes receivable
755
364
Prepaid taxes and deferred charges
231
248
Derivative instruments (Note 20)
223
158
Other
487
358
All other assets
$4,095
$2,763
(a)During the third quarter of 2025, we reclassified our investment in China XD Electric Co., Ltd from equity method investments. The fair
value of our investment in China XD Electric Co., Ltd was $466 million as of December 31, 2025, which is considered to be Level 1. See
Note 11 for further information.
2025 FORM 10-K 53
NOTE 11. EQUITY METHOD INVESTMENTS
Ownership
percentage at
Equity method investment balance
Equity method income (loss)
December 31, 2025
December 31, 2025
December 31, 2024
2025
2024
2023
China XD Electric(a)
—
$—
$402
$15
$23
$8
Aero Alliance(b)
50%
569
544
27
29
38
Hitachi-GE Nuclear Energy(c)
20%
184
184
12
(12)
7
Prolec GE(d)
50%
384
251
180
105
93
Other(e)
697
769
35
(92)
(210)
Total
$1,834
$2,149
$269
$53
$(64)
(a)China XD Electric Co., Ltd is publicly traded on the Shanghai Stock Exchange. In the first quarter of 2025, we sold a portion of our
shares, decreasing our ownership percentage in the investee by approximately 2%. In the third quarter of 2025, we sold a further
portion of our shares, decreasing our ownership percentage by approximately 3%. As a result, the investment was reclassified to All
other current assets in our Consolidated and Combined Statement of Financial Position. See Notes 10 and 19 for further information.
(b)Aero Alliance is our 50-50 joint venture with Baker Hughes Company that supports our customers through the fulfillment of
aeroderivative engines, spare parts, repairs, and maintenance services. Purchases of parts and services from the joint venture were
$711 million, $651 million, and $656 million in the years ended December 31, 2025, 2024, and 2023, respectively. The Company owed
Aero Alliance $55 million and $24 million as of December 31, 2025 and 2024, respectively. These amounts have been recorded in
Accounts payable and equipment project payables in our Consolidated and Combined Statement of Financial Position.
(c)Hitachi-GE Nuclear Energy is a non-consolidated joint venture that is part of the joint venture structure with Hitachi, Ltd. that forms our
Nuclear Power business.
(d)Prolec GE refers to our joint venture with Xignux, which manufactures a wide range of transformers available for generation,
transmission and distribution applications and is focused on serving utilities, renewable, and industrial customers.
(e)Primarily other investments made by our Financial Services business in commercial energy projects and investments with strategic
partners by our segments. For the years ended December 31, 2025, 2024, and 2023, includes impairment charges of $37 million,
$55 million, and $108 million, respectively. In connection with GE retaining certain renewable energy U.S. tax equity investments as part
of the Spin-Off, tax benefits related to these investments of $53 million were recognized in the first quarter of 2024 and $183 million
were recognized during the year ended December 31, 2023, in Provision (benefit) for income taxes in our Consolidated and Combined
Statement of Income (Loss), for which we received cash of $183 million from GE for these credits in 2023. Additionally, we recognized a
$136 million benefit related to deferred intercompany profit during the second quarter of 2024.
Equity method investment balance
Equity method income (loss)
December 31, 2025
December 31, 2024
2025
2024
2023
Power
$922
$919
$33
$(11)
$78
Wind
30
49
—
5
(2)
Electrification
479
743
191
123
77
Corporate(a)
403
438
45
(64)
(217)
Total
$1,834
$2,149
$269
$53
$(64)
(a) Includes the investments owned by our Financial Services business.
The following tables present summarized financial information of the Company’s equity method investments (for the period of the
Company's investment):
SUMMARIZED EARNINGS INFORMATION
2025
2024
2023
Revenues
$7,204
$9,811
$10,030
Gross profit
2,606
2,010
1,945
Net income
554
610
581
SUMMARIZED ASSETS AND LIABILITIES December 31
2025
2024
Current
$7,326
$10,647
Noncurrent
6,037
9,294
Total assets
$13,363
$19,941
Current
$4,953
$6,906
Noncurrent
2,828
3,725
Total liabilities
$7,781
$10,631
Noncontrolling interests
$141
$542
2025 FORM 10-K 54
NOTE 12. ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES
December 31
2025
2024
Trade payables
$5,721
$4,966
Supply chain finance programs
1,542
2,051
Equipment project payables
1,210
1,211
Non-income based tax payables
335
375
Accounts payable and equipment project payables
$8,809
$8,602
We facilitate voluntary supply chain finance programs with third parties, which provide participating suppliers the opportunity to sell their GE
Vernova receivables to third parties at the sole discretion of both the suppliers and the third parties. Total supplier invoices paid through
these third-party programs were $5,144 million and $3,650 million for the years ended December 31, 2025 and 2024, respectively. Total
new supplier invoices entered into through these third party programs were $4,596 million and $4,071 million for the years ended
December 31, 2025 and 2024, respectively. Foreign exchange and other was not significant for both the years ended December 31, 2025
and 2024.
NOTE 13. POSTRETIREMENT BENEFIT PLANS
Pension Benefits and Retiree Health and Life Benefits Sponsored by GE, Allocated to GE Vernova in Connection with the Spin-
Off. On January 1, 2023, in advance of the Spin-Off, principal and other pension plans sponsored by GE, which were previously accounted
for as multiemployer plans, were legally split and allocated to GE Vernova beginning in 2023. Liabilities related to the retiree health and life
benefit plans sponsored by GE were allocated to GE Vernova as a participating employer and were accounted for as multiple employer
plans starting in 2023. Effective January 1, 2025, retiree health and life benefit plans previously sponsored by GE are now sponsored by
GE Vernova.
Defined Contribution Plan. GE Vernova sponsors a defined contribution plan for its eligible U.S. employees that is similar to the
corresponding GE-sponsored defined contribution plan that was in effect prior to the Spin-Off. GE Vernova employees began participating
in GE Vernova's plan on April 2, 2024 and participated in GE's plan through April 1, 2024. Expenses associated with their participation in
these plans represent the employer contributions for GE Vernova employees and were $156 million, $144 million, and $130 million for the
years ended December 31, 2025, 2024, and 2023, respectively.
Pension Benefits and Retiree Health and Life Benefits Sponsored by GE Vernova, Including Those Allocated to GE Vernova in
Connection with the Spin-Off. GE Vernova sponsored plans, including those allocated to GE Vernova in connection with the Spin-Off, are
presented in three categories: principal pension plans, other pension plans, and principal retiree benefit plans. Certain of these pension
plans, including the principal pension plans, are closed to new participants. Smaller pension plans with pension assets or obligations that
have not reached $50 million and other retiree benefit plans are not presented. Information in this Note is as of a December 31
measurement date for these plans. Plans that were allocated to GE Vernova on January 1, 2023 are included in the plan disclosures below
beginning in 2023.
2025 FORM 10-K 55
DESCRIPTION OF OUR PLANS
Plan Category
Participants
Funding
Comments
Principal
Pension
Plans
GE Energy
Pension Plan
Covers U.S.
participants ~37,000
retirees and
beneficiaries, ~10,000
vested former
employees and ~5,400
active employees
Our funding policy is to contribute
amounts sufficient to meet
minimum funding requirements
under employee benefit and tax
laws. We may decide to
contribute additional amounts
beyond this level.
This plan is closed to new participants.
Benefits for employees with salaried benefits
are frozen. These employees receive
increased Company contributions in the
company sponsored defined contribution plan
in lieu of participation in a defined benefit
plan.
GE Energy
Supplementary
Pension Plan
Provides
supplementary benefits
to higher-level, longer-
service U.S.
employees
Unfunded. We pay benefits from
Company cash.
This plan is closed to new participants.
Annuity benefits for employees who became
executives before 2011 are frozen. All
participants accrue an installment benefit.
Other
Pension
Plans(a)
Predominantly
non-U.S.
pension plans
with pension
assets or
obligations that
have reached
$50 million.
Covers ~31,700
retirees and
beneficiaries, ~15,300
vested former
employees and ~5,500
active employees
Our funding policy is to contribute
amounts sufficient to meet
minimum funding requirements
under employee benefit and tax
laws in each country. We may
decide to contribute additional
amounts beyond this level. We
pay benefits for some plans from
Company cash.
In certain countries, benefit accruals have
ceased and/or have been closed to new hires
as of various dates.
Principal
Retiree
Benefit Plans
Provides health
and life
insurance
benefits to
certain eligible
participants.
Covers U.S.
participants ~28,000
retirees and
dependents and
~5,500 active
employees
We fund retiree health benefit
plans on a pay-as-you-go basis.
Participants share in the cost of the
healthcare benefits.
(a) Disclosed plans that fall below $50 million are not removed from the presentation unless part of a disposition, plan merger, or plan
termination.
Funding. The Employee Retirement Income Security Act (ERISA) determines minimum funding requirements in the U.S. No contributions
were required or made for the GE Energy Pension Plan during 2025. However, based on our current assumptions, we anticipate having to
make additional required contributions to the plan beginning in 2028.
As of the measurement date of December 31, we would expect to pay approximately $35 million for benefit payments under our GE Energy
Supplementary Pension Plan and administrative expenses of our principal pension plans and would expect to contribute approximately $91
million to other pension plans in 2026. We fund retiree benefit plans on a pay-as-you-go basis. As of the measurement date of December
31, we would expect to contribute approximately $72 million in 2026 to fund such benefits.
PLAN OBLIGATIONS IN EXCESS OF PLAN ASSETS
December 31
2025
2024
Principal
pension
Other pension
Principal
retiree benefit
Principal
pension
Other pension
Principal
retiree benefit
Projected/Accumulated postretirement benefit
obligation(a)
$10,396
$854
$686
$10,274
$1,064
$752
Fair value of plan assets
9,124
342
—
8,920
576
—
Funded status - (deficit)
$(1,272)
$(512)
$(686)
$(1,354)
$(488)
$(752)
(a) Represents projected benefit obligation for pension plans and accumulated postretirement benefit obligation for principal retiree benefit
plans.
2025 FORM 10-K 56
COMPONENTS OF EXPENSE (INCOME)
2025
2024
2023
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Service cost - operating(a)
$24
$29
$5
$29
$32
$6
$24
$31
$6
Interest cost
561
227
38
548
227
37
561
248
41
Expected return on plan assets
(713)
(318)
—
(743)
(334)
—
(756)
(349)
—
Amortization of net loss (gain)
(199)
40
(41)
(183)
34
(42)
(210)
4
(45)
Amortization of prior service cost (credit)
1
(9)
(56)
7
(8)
(59)
4
(6)
(59)
Curtailment / settlement loss (gain)
—
1
(1)
—
2
—
—
(6)
—
Non-operating benefit costs (income)
$(351)
$(59)
$(60)
$(372)
$(80)
$(65)
$(401)
$(109)
$(63)
Net periodic expense (income)
$(327)
$(30)
$(55)
$(344)
$(48)
$(59)
$(377)
$(78)
$(57)
Weighted-average benefit obligations
assumptions
Discount rate
5.39%
3.89%
4.95%
5.67%
3.79%
5.47%
5.19%
3.51%
5.08%
Compensation increases
4.89%
1.83%
4.50%
3.38%
2.22%
3.35%
3.85%
2.12%
3.24%
Initial healthcare trend rate(b)
N/A
N/A
8.00%
N/A
N/A
7.00%
N/A
N/A
6.50%
Weighted-average benefit cost assumptions
Discount rate
5.67%
3.79%
5.47%
5.19%
3.51%
5.08%
5.53%
3.93%
5.43%
Expected rate of return on plan assets
7.00%
5.03%
—%
7.00%
5.07%
—%
7.00%
5.65%
—%
(a) Service cost - operating is an operating expense included in Selling, general, and administrative expenses and Cost of equipment and
Cost of services in our Consolidated and Combined Statement of Income (Loss).
(b) For 2025, ultimately declining to 4.50% for 2036 and thereafter.
PLAN FUNDED STATUS
2025
2024
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Change in Projected Benefit Obligations
Balance at January 1
$10,274
$5,921
$752
$10,780
$6,712
$766
Service cost
24
29
5
29
32
6
Interest cost
561
227
38
548
227
37
Participant contributions
3
19
8
2
18
9
Plan amendments
35
13
(31)
—
—
—
Actuarial loss (gain) – net(a)
269
(153)
4
(451)
(312)
18
Benefits paid
(769)
(406)
(89)
(767)
(372)
(86)
Curtailments/settlements
—
—
—
—
(145)
—
Transfers and other - net(b)
—
—
—
133
(29)
3
Exchange rate adjustments
—
556
—
—
(210)
—
Balance at December 31
$10,396
(c)
$6,205
$686
(d)
$10,274
(c)
$5,921
$752
(d)
Change in Plan Assets
Balance at January 1
$8,920
$6,329
$—
$9,491
$6,851
$—
Actual gain (loss) on plan assets
935
264
—
40
74
—
Employer contributions
35
62
81
33
105
78
Participant contributions
3
19
8
2
18
9
Benefits paid
(769)
(406)
(89)
(767)
(372)
(86)
Curtailments/settlements
—
—
—
—
(137)
—
Transfers and other - net(b)
—
—
—
121
—
—
Exchange rate adjustments
—
595
—
—
(210)
—
Balance at December 31
$9,124
$6,863
$—
$8,920
$6,329
$—
Funded status - surplus (deficit)
$(1,272)
$658
$(686)
$(1,354)
$409
$(752)
(a)Primarily due to the impact of discount rates.
(b)Primarily relates to plans allocated to GE Vernova on January 1, 2023.
(c)The benefit obligation for the GE Energy Supplementary Pension Plan, which is an unfunded plan, was $556 million and $533 million at
December 31, 2025 and 2024, respectively.
(d)The benefit obligation for the retiree health plan was $376 million and $429 million at December 31, 2025 and 2024, respectively.
2025 FORM 10-K 57
AMOUNTS RECORDED IN THE CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION
2025
2024
December 31
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
All other non-current assets
$—
$1,169
$—
$—
$896
$—
All other current liabilities
(34)
(16)
(71)
(31)
(15)
(75)
Non-current compensation and benefits liabilities
(1,238)
(496)
(616)
(1,322)
(472)
(677)
Net amount recorded
$(1,272)
$658
$(686)
$(1,354)
$409
$(752)
AMOUNTS RECORDED IN AOCI
2025
2024
December 31
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Prior service cost (credit)
$39
$(3)
$(280)
$5
$(22)
$(306)
Net loss (gain)
256
511
(270)
11
614
(315)
Total recorded in AOCI
$295
$508
$(550)
$15
$592
$(621)
Assumptions Used in Calculations. Our defined benefit pension plans are accounted for on an actuarial basis, which requires the
selection of various assumptions, including a discount rate, a compensation assumption, an expected return on assets, mortality rates of
participants, and expectation of mortality improvement.
Projected benefit obligations are measured as the present value of expected benefit payments. We discount those cash payments using a
discount rate. We determine the discount rate using the weighted-average yields on high-quality fixed-income securities with maturities that
correspond to the payment of benefits. Lower discount rates increase present values and generally increase subsequent-year pension
expense; higher discount rates decrease present values and generally reduce subsequent-year pension expense.
The compensation assumption is used to estimate the annual rate at which pay of plan participants will grow. If the rate of growth assumed
increases, the size of the pension obligations will increase, as will the amount recorded in AOCI in our Consolidated and Combined
Statement of Financial Position and amortized into earnings in subsequent periods.
The expected return on plan assets is the estimated long-term rate of return that will be earned on the investments used to fund the benefit
obligations. To determine the expected long-term rate of return on pension plan assets, we consider our asset allocation, as well as
historical and expected returns on various categories of plan assets. In developing future long-term return expectations for our principal
benefit plans’ assets, we formulate views on the future economic environment, both in the U.S. and abroad. We evaluate general market
trends and historical relationships among a number of key variables that impact asset class returns such as expected earnings growth,
inflation, valuations, yields, and spreads, using both internal and external sources. We also take into account expected volatility by asset
class and diversification across classes to determine expected overall portfolio results given our asset allocation. Based on our analysis, we
have assumed a 7.0% long-term expected return on the GE Energy Pension Plan assets for cost recognition in 2025 and 2026.
The healthcare trend assumptions primarily apply to our pre-65 retiree medical plans. Most participants in our post-65 retiree plan have a
fixed subsidy and therefore are not subject to healthcare inflation.
We evaluate these critical assumptions at least annually on a plan and country-specific basis. We periodically evaluate other assumptions
involving demographics factors such as retirement age and turnover, and update them to reflect our actual experience and expectations for
the future. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors. Differences
between our actual results and what we assumed are recorded in AOCI each period and are amortized into earnings over the remaining
average future service of active participating employees or the expected life of inactive participants, as applicable.
2025 FORM 10-K 58
Composition of our Plan Assets. The fair value of our pension plans' investments is presented below. The inputs and valuation
techniques used to measure the fair value of these assets are described in Note 2 and have been applied consistently.
COMPOSITION OF PLAN ASSETS
2025
2024
December 31
Principal pension
Other pension
Principal pension
Other pension
Global equity securities
$2,347
$1,212
$2,524
$932
Debt securities(a)
4,909
4,190
4,383
3,182
Real estate
202
318
254
250
Other
218
116
159
46
Plan assets measured at fair value
$7,676
$5,836
$7,320
$4,410
Global equities
$—
$—
$—
$163
Debt securities
—
—
—
1,050
Real estate
315
498
340
484
Other
1,133
529
1,260
222
Plan assets measured at net asset value
$1,448
$1,027
$1,600
$1,919
Total plan assets
$9,124
$6,863
$8,920
$6,329
(a)GE Energy Pension Plan assets as of December 31, 2025 and 2024 include $1,243 million and $1,299 million, respectively, of U.S.
corporate debt securities, primarily made up of investment-grade bonds of U.S. issuers from diverse industries, and $1,989 million and
$1,646 million, respectively, of other debt securities, primarily made up of investments in residential and commercial mortgage-backed
securities, non-U.S. corporate and government bonds, and U.S. government, federal agency, state, and municipal debt. Other pension
plan assets as of December 31, 2025 and 2024 include debt securities primarily made up of fixed income and cash investment funds.
Those investments that were measured at Net Asset Value (NAV) as a practical expedient were excluded from the fair value hierarchy.
GE Energy Pension Plan investments with a fair value of $355 million and $399 million at December 31, 2025 and 2024, respectively, were
classified within Level 3 and primarily relate to private equities and real estate. The remaining investments were substantially all considered
Level 1 and 2. Investments with a fair value of $1,547 million and $1,667 million at December 31, 2025 and 2024, respectively, were
classified within Level 1 and primarily relate to global equities and debt securities. Investments with a fair value of $5,774 million and
$5,254 million at December 31, 2025 and 2024, respectively, were classified within Level 2 and primarily relate to debt securities.
Other pension plan investments with a fair value of $254 million and $256 million at December 31, 2025 and 2024, respectively, were
classified within Level 3 and primarily relate to private equities and real estate. The remaining investments were substantially all considered
Level 1 and 2. Investments with a fair value of $2,023 million and $498 million at December 31, 2025 and 2024, respectively, were
classified within Level 1 and primarily relate to global equities and debt securities. Investments with a fair value of $3,559 million and
$3,656 million at December 31, 2025 and 2024, respectively, were classified within Level 2 and primarily relate to debt securities.
ASSET ALLOCATION OF PENSION PLANS
2025 Target allocation
2025 Actual allocation
Principal pension
Other pension
(weighted
average)
Principal pension
Other pension
(weighted
average)
Global equity securities
25
%
19
%
26
%
18
%
Debt securities (including cash equivalents)
51
58
54
61
Real estate
8
12
6
12
Other
16
11
14
9
Plan fiduciaries set investment policies and strategies for the assets held in the pension plans and oversee their investment allocations,
which includes selecting investment managers and setting long-term strategic targets.
EXPECTED FUTURE BENEFIT PAYMENTS OF OUR BENEFIT PLANS(a)
Principal pension
Other pension
Principal retiree
benefit
2026
$788
$437
$72
2027
793
430
72
2028
797
428
71
2029
798
419
70
2030
796
418
70
2031-2035
3,837
2,007
305
(a) As of the measurement date of December 31, 2025.
2025 FORM 10-K 59
PRE-TAX COST OF POSTRETIREMENT BENEFIT PLANS AND CHANGES IN OTHER COMPREHENSIVE INCOME
2025
2024
2023
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Cost (income) of postretirement benefit plans
$(327)
$(30)
$(55)
$(344)
$(48)
$(59)
$(377)
$(78)
$(57)
Changes in other comprehensive loss
(income)
  Prior service cost (credit) – current year
35
13
(31)
—
—
—
17
—
—
Net loss (gain) - current year
47
(65)
4
252
(76)
18
454
355
(5)
Reclassifications out of AOCI
  Transfers and other - net(a)
—
—
—
(21)
1
—
(1,069)
268
(840)
Curtailment/settlement gain (loss)
—
(1)
1
—
(2)
—
—
6
—
Amortization of net gain (loss)
199
(40)
41
183
(34)
42
210
(4)
45
Amortization of prior service credit (cost)
(1)
9
56
(7)
8
59
(4)
6
59
Total changes in other comprehensive loss
(income)
280
(84)
71
407
(102)
120
(392)
631
(741)
Cost (income) of postretirement benefit
plans and changes in other comprehensive
loss (income)
$(47)
$(114)
$16
$64
$(151)
$60
$(769)
$553
$(798)
(a) Primarily relates to plans allocated to GE Vernova on January 1, 2023.
NOTE 14. CURRENT AND ALL OTHER LIABILITIES
December 31
2025
2024
Employee compensation and benefit liabilities
$2,145
$1,824
Equipment projects and other commercial liabilities
1,796
1,616
Product warranties (Note 22)
609
553
Derivative instruments (Note 20)
74
171
Operating lease liabilities (Note 7)
183
163
Restructuring liabilities (Note 23)
213
231
Short-term borrowings
63
60
Taxes payable
487
80
Dividends payable
135
69
Other(a)
606
728
All other current liabilities
$6,310
$5,496
Equipment projects and other commercial liabilities
$216
$362
Legal liabilities (Note 22)
441
459
Product warranties (Note 22)
964
816
Operating lease liabilities (Note 7)
661
562
Uncertain and other income taxes and related liabilities
1,178
1,170
Asset retirement obligations (Note 22)
541
510
Environmental, health and safety liabilities (Note 22)
135
138
Finance lease liabilities and other long-term borrowings
265
258
Deferred income (Note 9)
175
157
Derivative instruments (Note 20)
63
46
Other(b)
778
639
All other liabilities
$5,416
$5,116
(a)Included liabilities related to business disposition activities.
(b)Primarily included indemnification liabilities in connection with agreements entered into with GE related to the Spin-Off. See Note 22 for
further information.
2025 FORM 10-K 60
NOTE 15. INCOME TAXES
The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures on a prospective basis for the
year ended December 31, 2025.
Components of Income Taxes. The components of income (loss) before income taxes and the provision (benefit) for income taxes,
excluding other comprehensive income (loss) and changes in equity attributable to noncontrolling interests recorded after-tax, for the years
ended December 31 were as follows:
INCOME (LOSS) BEFORE INCOME TAXES
2025 (a)
2024
2023
U.S.
$78
$1,285
$(357)
Non-U.S.
2,750
1,213
227
Total
$2,828
$2,498
$(130)
(a) On a prospective basis, our U.S. income before income taxes does not include flow-through income from non-U.S. operations which is
also taxed in the U.S.
PROVISION (BENEFIT) FOR INCOME TAXES
2025
2024
2023
Current
U.S. Federal
$280
$272
$(184)
U.S. State and Local
77
55
—
Non-U.S.
866
636
500
Deferred
U.S. Federal
(3,069)
(10)
—
U.S. State and Local
(511)
(1)
—
Non-U.S.
306
(13)
28
Total
$(2,051)
$939
$344
2025 FORM 10-K 61
Effective Tax Rate Reconciliation. In accordance with the updated requirements of ASU 2023-09 for the year ended December 31, 2025,
a reconciliation of the U.S. federal statutory income tax rate to the effective tax rate was as follows:
2025
Amount
Rate
U.S. federal statutory income tax rate
$594
21.0%
U.S. tax effects:
State taxes, net of federal benefit(a)
(343)
(12.1)
Effect of cross-border tax laws:
Foreign flow-through income, net of credits
60
2.1
Global Intangible Low-taxed Income, net of credits
53
1.9
Subpart F income, net of credits
81
2.9
Other foreign tax credits
(199)
(7.0)
Foreign currency
(39)
(1.4)
Other
(22)
(0.8)
Non-taxable or non-deductible items:
Non-taxable business incentives
(80)
(2.8)
Non-deductible foreign payments
41
1.4
Other
38
1.3
Share-based compensation
(93)
(3.3)
Tax credits
(22)
(0.8)
Changes in valuation allowance
(2,600)
(91.9)
Other
(39)
(1.4)
Foreign tax effects:
Brazil
Changes in valuation allowance
27
1.0
Other
(8)
(0.3)
Canada
36
1.3
Denmark
Changes in valuation allowance
52
1.8
Other
(2)
(0.1)
France
Changes in valuation allowance
98
3.5
Other
(20)
(0.7)
Ireland
Affiliate financing
(130)
(4.6)
Other
(11)
(0.4)
Mexico
42
1.5
Netherlands
Affiliate financing
(140)
(5.0)
Changes in valuation allowance
55
1.9
Other
(40)
(1.4)
Singapore
Portfolio investments
(36)
(1.3)
Other
5
0.2
Spain
Withholding taxes
54
1.9
Changes in valuation allowance
(14)
(0.5)
Other
6
0.2
Switzerland
National tax rate differential
(155)
(5.5)
Local taxes
52
1.8
Withholding taxes
306
10.8
Changes in valuation allowance
(35)
(1.2)
Affiliate operational transactions
(125)
(4.4)
Other
(12)
(0.4)
Other foreign jurisdictions
191
6.8
Changes in unrecognized tax benefits
323
11.4
Effective tax rate
$(2,051)
(72.5)%
(a) State and local taxes in California, Florida, Georgia, Illinois, Louisiana, Massachusetts, Pennsylvania, and South Carolina comprise the
majority of the state taxes, net of federal benefit category.
2025 FORM 10-K 62
As previously disclosed for the years ended December 31, 2024, and 2023, a reconciliation of the U.S. federal statutory income tax rate to
the effective tax rate was as follows:
2024
2023
Amount
Rate
Amount
Rate
U.S. federal statutory income tax rate
$525
21.0%
$(27)
21.0%
State taxes, net of federal benefit
43
1.7
(46)
35.3
Tax on global activities including exports
80
3.2
(83)
64.0
Tax on undistributed foreign earnings
103
4.1
—
—
Share-based compensation
(37)
(1.5)
—
—
Uncertain tax positions
(101)
(4.0)
(61)
47.2
U.S. business credits and incentives(a)
(126)
(5.0)
(208)
160.0
Valuation allowances
647
25.9
774
(594.5)
Business disposition(b)
(193)
(7.7)
—
—
All other – net
(2)
(0.1)
(5)
2.9
Effective tax rate
$939
37.6%
$344
(264.1)%
(a)U.S. business credits and incentives primarily includes the tax benefit of the advanced manufacturing credit, tax credits for energy
produced from renewable sources, and tax credits for research performed in the U.S. The Company uses the flow-through method to
account for investment tax credits. Under this method, the investment tax credits are recognized as a reduction to income tax expense.
(b)Business disposition resulted from a pre-tax gain with an insignificant tax impact from the sale of a portion of Steam Power nuclear
activities to Electricité de France S.A. (EDF).
Deferred Income Taxes. The components of the net deferred tax asset (liability) for the years ended December 31 were as follows:
December 31
2025
2024
Deferred tax assets
    Contract liabilities, contract assets and deferred income
$3,254
$2,633
    Principal pension plans
332
381
    Other compensation and benefits
493
451
    Accrued expenses
349
313
    Intangible assets
563
503
    Tax loss carryforwards(a)
4,949
5,722
    Tax credit carryforwards
77
208
    Other
100
124
Total deferred tax assets
$10,117
$10,335
    Valuation allowances(b)
(4,816)
(8,420)
Total deferred tax assets after valuation allowances
$5,301
$1,915
Deferred tax liabilities
    Global investments, partnerships, joint ventures and non-consolidated
$(901)
$(709)
    Other
(241)
(394)
Total deferred tax (liabilities)
$(1,142)
$(1,103)
Net deferred tax asset (liability)
$4,159
$812
(a)Tax loss carryforwards as of December 31, 2025 are primarily related to Switzerland and other foreign jurisdictions, which if unused,
approximately $1,220 million will expire between 2026-2045 and $3,729 million do not expire.
(b) Valuation allowances decreased by $3,604 million in 2025 primarily due to a change in judgment regarding the realizability of deferred
tax assets in the U.S. and certain foreign jurisdictions and the expiration of certain foreign tax attributes, partially offset by additional tax
loss carryforwards in certain foreign jurisdictions where it is more likely than not the tax benefits will not be realized.
We regularly assess the realizability of our deferred tax assets based on all available evidence, both positive and negative. As of
December 31, 2025, we concluded it was more likely than not that we will recognize the benefit for a significant portion of our U.S. federal
and state deferred tax assets, primarily due to multiple years of profitability in our operations taxed in the U.S. and anticipated future U.S.
taxable income driven primarily by forecasted energy demand growth. As a result, we recorded a $2,907 million income tax benefit in the
fourth quarter of 2025.
As of December 31, 2025, we continue to maintain valuation allowances against certain foreign deferred tax assets, primarily due to
cumulative losses in those jurisdictions.
2025 FORM 10-K 63
Income Taxes Paid. The Company's portion of income taxes for U.S. and certain foreign jurisdictions prior to the separation were deemed
settled at the date of the Spin-Off. In accordance with the updated requirements of ASU 2023-09 for the year ended December 31, 2025,
cash paid for income taxes was as follows:
CASH PAID FOR INCOME TAXES
2025
U.S. federal
$—
U.S. state and local
127
Non-U.S.
Algeria
44
Canada
44
India
121
Italy
48
Other foreign jurisdictions
446
Total
$830
As previously disclosed, cash paid directly to tax authorities for income taxes was $872 million in 2024 and was not significant in 2023.
Income Tax Contingencies. A reconciliation of the beginning and ending unrecognized tax benefits follows:
UNRECOGNIZED TAX BENEFITS RECONCILIATION
2025
2024
2023
Balance at January 1
$452
$643
$763
Additions for tax positions of the current year
185
1
6
Additions for tax positions of prior years
161
30
63
Reductions for tax positions of prior years
(10)
(133)
(92)
Settlements with tax authorities
(44)
(10)
(55)
Expiration of statutes of limitation
(58)
(55)
(51)
Foreign currency effect
22
(24)
9
Balance at December 31
$708
$452
$643
Accrued interest on unrecognized tax benefits
112
116
151
Accrued penalties on unrecognized tax benefits
101
70
92
Balance at December 31, including interest and penalties
$921
$638
$886
Of the $921 million and $638 million unrecognized tax benefits including interest and penalties at December 31, 2025 and 2024,
respectively, $661 million and $434 million, respectively, are recorded in All other liabilities and $260 million and $204 million, respectively,
are recorded as a net offset to Deferred income taxes in our Consolidated and Combined Statement of Financial Position. If recognized,
$445 million of the unrecognized tax benefits at December 31, 2025 would impact our effective tax rate.
For the years ended December 31, 2025, 2024, and 2023, net interest expense (income) of $(6) million, $(19) million, and $20 million,
respectively, was recognized in Interest and other financial income (charges) – net and penalty expense (benefit) of $45 million, $(21)
million, and $8 million, respectively, was recognized in our Provision (benefit) for income taxes in our Consolidated and Combined
Statement of Income (Loss).
Annually, we file income tax returns in over 250 global taxing jurisdictions and we are under examination or engaged in tax litigation in
many of these jurisdictions. The IRS is currently auditing the combined GE U.S. income tax returns for 2016 through 2020. The Company
has provided for its potential tax exposure from uncertain tax positions as part of the combined GE U.S. income tax returns as an
indemnification obligation with GE in accordance with the Tax Matters Agreement.
2025 FORM 10-K 64
NOTE 16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) AND COMMON STOCK
Currency
translation
adjustment
Benefit plans
Cash flow
hedges
Total AOCI
Balance as of January 1, 2025
$(1,734)
$(58)
$33
$(1,759)
AOCI before reclasses – net of taxes of $(13), $6, and $—
486
26
60
572
Reclasses from AOCI – net of taxes of $—, $65, and $—
(12)
(213)
6
(219)
Less: AOCI attributable to noncontrolling interests
—
2
—
2
Balance as of December 31, 2025
$(1,260)
$(247)
$100
$(1,407)
Balance as of January 1, 2024
$(1,335)
$674
$26
$(635)
Transfer or allocation of benefit plans – net of taxes of $49, $(203), and $—
—
(182)
—
(182)
AOCI before reclasses – net of taxes of $(16), $(7), and $— (a)
(285)
(225)
(14)
(524)
Reclasses from AOCI – net of taxes of $—, $(61), and $1 (b)
(111)
(323)
21
(414)
Less: AOCI attributable to noncontrolling interests
2
2
—
4
Balance as of December 31, 2024
$(1,734)
$(58)
$33
$(1,759)
Balance as of January 1, 2023
$(1,445)
$32
$(43)
$(1,456)
Transfer or allocation of benefit plans – net of taxes of $—, $70, and $—
—
1,702
—
1,702
AOCI before reclasses – net of taxes of $—, $48, and $(1)
95
(735)
45
(595)
Reclasses from AOCI – net of taxes of $—, $(2), and $—
19
(327)
24
(284)
Less: AOCI attributable to noncontrolling interests
4
(2)
—
2
Balance as of December 31, 2023
$(1,335)
$674
$26
$(635)
(a) Currency translation adjustment includes $39 million of AOCI allocated to GE Vernova in connection with the Spin-Off.
(b) The total reclassification of AOCI included $111 million of currency translation adjustment related to the sale of a portion of Steam Power
nuclear activities to EDF. See Notes 15 and 19 for further information.
Common Stock. On April 2, 2024, the Company began trading as an independent, publicly traded company under the stock symbol “GEV”
on the New York Stock Exchange. On April 2, 2024, there were 274,085,523 shares of GE Vernova common stock outstanding. On
December 31, 2025, there were 269,529,464 shares of GE Vernova common stock outstanding. On December 9, 2025, we announced that
the Board of Directors had authorized an increase of our repurchase program to $10 billion of common stock repurchases, from the prior
authorization of $6 billion, which was announced on December 10, 2024. We repurchased 8.2 million shares for $3,316 million in the year
ended December 31, 2025, excluding commission fees and excise taxes.
NOTE 17. SHARE-BASED COMPENSATION. We grant stock options, restricted stock units (RSUs), and performance share units
(PSUs) to employees under the 2024 Long-Term Incentive Plan (LTIP). Under the LTIP, we are authorized to issue up to approximately
25 million shares. We record compensation expense for awards expected to vest over the vesting period. We estimate forfeitures based on
experience and adjust expense to reflect actual forfeitures. When options are exercised, RSUs vest, and PSUs are earned, we issue
shares from authorized unissued common stock.
Stock options provide awardees the opportunity to purchase shares of GE Vernova common stock in the future at the market price of our
common stock on the date the award is granted (Strike price). The options become exercisable over the vesting period, typically becoming
fully vested in either 3 or 4 years from the date of grant, and generally expire 10 years from the grant date if not exercised. RSUs entitle the
awardee to receive shares of GE Vernova common stock upon vesting. PSUs entitle an awardee to receive shares of GE Vernova common
stock upon certification by the Company's Compensation and Human Capital Committee at the level of performance achievement of the
applicable performance metrics over a defined performance period. We value stock options using a Black-Scholes option pricing model,
RSUs using the market price of our common stock on the grant date, and PSUs using the market price of our common stock on the grant
date and a Monte Carlo simulation as needed based on performance metrics.
WEIGHTED AVERAGE GRANT DATE FAIR VALUE (In dollars)
2025
2024
Stock options
$122.42
$69.56
RSUs
360.53
167.57
PSUs
355.51
182.85
KEY ASSUMPTIONS USED IN THE BLACK-SCHOLES VALUATION FOR STOCK OPTIONS
2025
2024
Risk-free interest rate
4.1%
4.3%
Dividend yield
0.3%
—%
Expected volatility
30%
30%
Expected term (in years)
6.0
6.8
Strike price (in dollars)
$335.18
$170.03
For awards granted in 2024 and 2025, the expected volatility was derived from a peer group’s blended historical and implied volatility as
GE Vernova does not have sufficient historical volatility based on the expected term of the underlying options. The expected term of the
stock options was determined using the simplified method based on the awards' vest schedule and contractual term. The risk-free interest
rate was determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term
approximating the expected life of the options.
2025 FORM 10-K 65
SHARE-BASED COMPENSATION ACTIVITY
Stock options
Shares (in
thousands)
Weighted average
exercise price (in
dollars)
Weighted average
contractual term
(in years)
Intrinsic value (in
millions)
Outstanding at January 1, 2025
2,737
$131.16
Granted
66
335.18
Exercised
(589)
100.14
Forfeited
(91)
181.02
Expired
(11)
146.60
Outstanding at December 31, 2025
2,113
$144.04
6.8
$1,077
Exercisable at December 31, 2025
710
$83.37
3.5
$405
Expected to vest
1,180
$174.86
8.4
$565
RSUs
PSUs
Shares (in
thousands)
Weighted
average
grant date
fair value
(in dollars)
Weighted
average
vesting
period (in
years)
Intrinsic
value (in
millions)
Shares (in
thousands)
Weighted
average
grant date
fair value
(in dollars)
Weighted
average
vesting
period (in
years)
Intrinsic
value (in
millions)
Outstanding at January 1, 2025
3,008
$89.06
1,076
$128.74
Granted
297
360.53
183
355.51
Vested
(1,842)
78.25
(1)
208.69
Forfeited
(119)
145.93
(94)
171.08
Outstanding at December 31, 2025
1,344
$164.11
0.6
$878
1,164
$166.61
0.8
$761
Expected to vest
1,271
$160.62
0.6
$831
N/A
N/A
N/A
N/A
Share-based compensation expense is recognized within Cost of equipment, Cost of services, Selling, general, and administrative
expenses, and Research and development expenses, as appropriate, in our Consolidated and Combined Statement of Income (Loss).
SHARE-BASED COMPENSATION EXPENSE
2025
2024
Share-based compensation expense (pre-tax) (a)
$257
$155
Income tax benefit
(181)
(59)
Share-based compensation expense (after-tax)
$76
$96
(a) Unrecognized compensation expense as of December 31, 2025 was $282 million, which will be amortized over a weighted average
period of 1.0 year.
OTHER SHARE-BASED COMPENSATION DATA
2025
2024
Cash received from stock options exercised
$55
$130
Intrinsic value of stock options exercised and RSU/PSUs vested
920
424
NOTE 18. EARNINGS PER SHARE INFORMATION. On April 2, 2024, there were approximately 274 million shares of GE Vernova
common stock outstanding. The computation of basic and diluted earnings (loss) per common share for all periods through April 1, 2024
was calculated using 274 million common shares and is net of Net loss (income) attributable to noncontrolling interests. For periods prior to
the Spin-Off, there were no dilutive equity instruments as there were no equity awards of GE Vernova outstanding prior to the Spin-Off. The
dilutive effect of outstanding stock options, restricted stock units, and performance share units is reflected in the denominator for diluted
earnings per share using the treasury stock method.
(In millions, except per share amounts)
2025
2024
2023
Numerator:
Net income (loss)
$4,879
$1,559
$(474)
Net loss (income) attributable to noncontrolling interests
4
(7)
36
Net income (loss) attributable to GE Vernova
$4,884
$1,552
$(438)
Denominator:
Basic weighted-average shares outstanding
272
275
274
Dilutive effect of common stock equivalents
4
3
—
Diluted weighted-average shares outstanding
276
278
274
Basic earnings (loss) per share
$17.92
$5.65
$(1.60)
Diluted earnings (loss) per share
$17.69
$5.58
$(1.60)
Antidilutive securities(a)
1
1
—
(a) Diluted earnings (loss) per share excludes certain shares issuable under share-based compensation plans because the effect would
have been antidilutive.
2025 FORM 10-K 66
NOTE 19. OTHER INCOME (EXPENSE) – NET
2025
2024
2023
Equity method investment income (loss) (Note 11)
$269
$53
$(64)
Net interest and investment income (loss)(a)
269
66
63
Gains (losses) on purchases and sales of business interests(b)
185
1,147
209
Derivative instruments (Note 20)
(14)
(5)
(25)
Licensing income
25
38
97
Other – net
60
72
44
Total other income (expense) – net
$795
$1,372
$324
(a)Includes financial interest related to our normal business operations primarily with customers. Includes a pre-tax unrealized gain of
$198 million related to our interest in China XD Electric Co., Ltd in the year ended December 31, 2025. See Notes 10 and 11 for further
information.
(b)2025 includes a pre-tax gain of $90 million related to the sale of an equity method investment at Financial Services and a pre-tax gain of
$48 million related to the sale of a portion of our China XD Electric Co., Ltd investment in our Electrification segment. 2024 includes a
pre-tax gain of $964 million related to the sale of a portion of Steam Power nuclear activities to EDF and a pre-tax gain of $66 million
related to the sale of a portion of our China XD Electric Co., Ltd investment in our Electrification segment. 2023 includes a pre-tax gain
of $90 million related to the sale of an equity method investment at Financial Services. See Notes 10, 11, 15, and 16 for further
information.
NOTE 20. FINANCIAL INSTRUMENTS
Loans and Other Receivables. The Company’s financial assets not carried at fair value primarily consist of loan receivables and
noncurrent customer and other receivables. The net carrying amount was $229 million and $318 million as of December 31, 2025 and
December 31, 2024, respectively. The estimated fair value was $225 million and $315 million as of December 31, 2025 and December 31,
2024, respectively. All of these assets are considered to be Level 3.
Derivatives and Hedging. Our primary objective in executing and holding derivatives is to reduce the earnings and cash flow volatility
associated with fluctuations in foreign currency exchange rates and commodity prices over the terms of our customer contracts. These
hedge contracts reduce, but do not entirely eliminate, the impact of foreign currency exchange rate and commodity price movements. The
Company does not enter into or hold derivative instruments for speculative trading purposes.
We use foreign currency contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets, and liabilities.
These contracts are generally one to 13 months in duration but with maximum remaining maturities of up to 14 years as of December 31,
2025. The objective of the foreign currency contracts is to ultimately reduce the extent to which functional currency or U.S. dollar-equivalent
cash flows are affected by changes in the applicable foreign currency exchange rates. We evaluate the effectiveness of our foreign
currency contracts designated as cash flow hedges on a quarterly basis.
The embedded derivatives the Company recognizes primarily consist of foreign currency related features in our purchase or sales contracts
where the currency is not the functional currency of either party to the contract.
Cash Flow Hedges. For derivative instruments designated as cash flow hedges, changes in the fair value of designated hedging
instruments are initially recorded as a component of AOCI and subsequently reclassified to earnings in the period in which the hedged
transaction occurs and to the same financial statement line item impacted by the hedged forecasted transaction.
The total amount in AOCI related to cash flow hedges was a net $100 million gain and a net $33 million gain as of December 31, 2025 and
December 31, 2024, respectively, of which a net $26 million gain and a net $22 million gain, respectively, related to our share of AOCI
recognized at our non-consolidated joint ventures. We expect to reclassify $8 million of pre-tax net gains associated with designated cash
flow hedges to earnings in the next 12 months, contemporaneously with the earnings effects of the related forecasted transactions. The
Company reclassified net gains (losses) from AOCI into earnings of $(6) million, $(21) million, and $(24) million for the years ended
December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, the maximum length of time over which we are hedging
forecasted transactions was approximately 9 years. The cash flows associated with cash flow hedges are recorded through the operating
activities section of our Consolidated and Combined Statement of Cash Flows. The Company assesses effectiveness for foreign currency
cash flow hedges related to long-term projects based on spot-to-spot foreign currency movements and excludes forward points from the
assessment of effectiveness.
Net Investment Hedges. We enter into foreign exchange forwards designated as the hedging instruments in net investment hedging
relationships in order to mitigate the foreign currency risk attributable to the translation of the Company’s net investment in certain non-U.S.
dollar functional equity method investees. The total amount in AOCI related to net investment hedges was a net gain of $31 million and
$33 million as of December 31, 2025 and December 31, 2024, respectively.
The Company uses the spot method to assess hedge effectiveness for its net investment hedges. As such, for derivative instruments
designated as net investment hedges, changes in fair value of the designated hedging instruments attributable to fluctuations in foreign
currency spot exchange rates only are initially recorded as a component of the cumulative translation adjustments in AOCI until the hedged
investment is either sold or substantially liquidated. All other changes in the fair value of the hedging instrument are recognized in current
earnings.
2025 FORM 10-K 67
Non-Designated Hedges. The Company also executes derivative instruments, such as foreign currency forward contracts and commodity
swaps, that are not designated in qualifying hedging relationships under U.S. GAAP. These derivatives are intended to serve as economic
hedges of foreign currency and commodity price risk, and depending on the derivative type, hedges of monetary assets and liabilities,
including intercompany balances subject to remeasurement.
The changes in fair value of non-designated hedges are recorded in line items in our Consolidated and Combined Statement of Income
(Loss) based on the nature of the derivative contract and the underlying item being economically hedged. The cash flows associated with
non-designated hedges are recorded in the same category as the cash flows from the items being economically hedged and are thus
primarily through investing and operating activities of our Consolidated and Combined Statement of Cash Flows.
The following table presents the gross fair values of our outstanding derivative instruments as of the dates indicated:
GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS
December 31, 2025
Gross Notional
All other
current assets
All other assets
All other
current
liabilities
All other
liabilities
Foreign currency exchange contracts accounted for
as hedges
$6,547
$72
$147
$28
$23
Foreign currency exchange contracts
38,005
382
161
316
156
Commodity and other contracts
389
52
32
1
2
Derivatives not accounted for as hedges
$38,393
$434
$193
$317
$158
Total gross derivatives
$44,940
$506
$340
$345
$181
Netting adjustment(a)
(274)
(118)
(271)
(118)
Net derivatives recognized in the Consolidated and
Combined Statement of Financial Position
$233
$223
$74
$63
(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts
include fair value adjustments related to our own and counterparty non-performance risk.
December 31, 2024
Gross Notional
All other
current assets
All other assets
All other
current
liabilities
All other
liabilities
Foreign currency exchange contracts accounted for
as hedges
$5,789
$61
$144
$58
$65
Foreign currency exchange contracts
34,244
479
159
483
144
Commodity and other contracts
436
12
20
12
2
Derivatives not accounted for as hedges
$34,681
$491
$179
$495
$146
Total gross derivatives
$40,469
$552
$323
$552
$211
Netting adjustment(a)
(383)
(166)
(381)
(166)
Net derivatives recognized in the Consolidated and
Combined Statement of Financial Position
$168
$158
$171
$46
(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts
include fair value adjustments related to our own and counterparty non-performance risk.
PRE-TAX GAINS (LOSSES) RECOGNIZED IN AOCI RELATED TO CASH FLOW AND NET INVESTMENT HEDGES
2025
2024
2023
Cash flow hedges
$56
$7
$34
Net investment hedges
(2)
2
(8)
The tables below show the effect of our derivative financial instruments in the Consolidated and Combined Statement of Income (Loss):
Year ended December 31, 2025
Sales of
equipment and
services
Cost of equipment
and services
Selling, general,
and administrative
expenses
Other income
(expense) – net
Total amount of income (expense) in the Consolidated and
Combined Statement of Income (Loss)
$38,068
$30,533
$4,949
$795
Effects of cash flow hedges
$4
$10
$—
$—
Foreign currency exchange contracts
2
(62)
(99)
(14)
Commodity and other contracts
—
(50)
(16)
—
Effect of derivatives not designated as hedges
$2
$(112)
$(115)
$(14)
2025 FORM 10-K 68
Year ended December 31, 2024
Sales of
equipment and
services
Cost of equipment
and services
Selling, general,
and administrative
expenses
Other income
(expense) – net
Total amount of income (expense) in the Consolidated and
Combined Statement of Income (Loss)
$34,935
$28,850
$4,632
$1,372
Effects of cash flow hedges
$(6)
$14
$—
$—
Foreign currency exchange contracts
(2)
16
88
(4)
Commodity and other contracts
—
10
(24)
—
Effect of derivatives not designated as hedges
$(2)
$26
$64
$(5)
Year ended December 31, 2023
Total amount of income (expense) in the Consolidated and
Combined Statement of Income (Loss)
$33,239
$28,421
$4,845
$324
Effects of cash flow hedges
$(20)
$1
$—
$(2)
Foreign currency exchange contracts
—
122
1
(24)
Commodity and other contracts
—
34
(7)
—
Effect of derivatives not designated as hedges
$—
$156
$(6)
$(24)
The amount excluded for cash flow hedges was a gain (loss) of $40 million, $20 million, and $(13) million for the years ended December
31, 2025, 2024, and 2023, respectively. These amounts are recognized in Sales of equipment, Sales of services, Cost of equipment, and
Cost of services in our Consolidated and Combined Statement of Income (Loss).
Counterparty Credit Risk. The Company would be exposed to credit-related losses in the event of non-performance by counterparties on
executed derivative instruments. The credit exposure of derivative contracts is represented by the fair value of contracts as of the reporting
date. The fair value of the Company’s derivatives can change significantly from period to period based on, among other factors, market
movements, and changes in our positions.
We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment
grade credit ratings, by limiting the amount of credit exposure to individual counterparties, and by actively monitoring counterparty credit
ratings and the amount of individual credit exposure.
We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain
that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of
counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or
other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency.
NOTE 21. VARIABLE INTEREST ENTITIES (VIEs). In our Consolidated and Combined Statement of Financial Position, we have
assets of $128 million and $111 million and liabilities of $132 million and $134 million as of December 31, 2025 and December 31, 2024,
respectively, from consolidated VIEs. These entities were created to manage our insurance exposure through an insurance captive and to
help our customers facilitate or finance the purchase of GE Vernova equipment and services, and have no features that could expose us to
losses that would significantly exceed the difference between the consolidated assets and liabilities.
Our investments in unconsolidated VIEs were $85 million and $90 million as of December 31, 2025 and December 31, 2024, respectively.
Of these investments, $27 million and $37 million as of December 31, 2025 and December 31, 2024, respectively, were owned by our
Financial Services business. Our maximum exposure to loss in respect of unconsolidated VIEs is increased by our commitments to make
additional investments in these entities described in Note 22.
NOTE 22. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES
Commitments. We had total investment commitments of $341 million and no unfunded lending commitments as of December 31, 2025.
The commitments primarily consist of obligations to make investments by our Financial Services business. See Note 21 for further
information.
Guarantees. As of December 31, 2025, we were committed under the following guarantee arrangements:
Credit support. We have provided $557 million of credit support on behalf of certain customers or associated companies, predominantly
joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees, and a line of credit to
support our consolidated subsidiaries. The liability for such credit support was $4 million.
Indemnification agreements. We have $964 million of indemnification commitments, including obligations arising from the Spin-Off, our
commercial contracts, and agreements governing the sale of business assets, for which we recorded a liability of $628 million. The liability
is primarily associated with cash and deposits, and includes a $347 million liability at December 31, 2025 related to cash transferred to the
Company from GE as part of the Spin-Off that is restricted in connection with certain legal matters related to legacy GE operations. The
liability reflects the use of these funds to settle any associated obligations and the return of any remaining cash to GE in a future reporting
period once resolved. In addition, the liability includes $186 million of indemnifications in connection with agreements entered into with GE
related to the Spin-Off, including the Tax Matters Agreement.
2025 FORM 10-K 69
Product Warranties. We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates
are forecasts that are based on the best available information, mostly historical claims experience, claims costs may differ from amounts
provided. An analysis of changes in the liability for product warranties follows:
2025
2024
2023
Balance at January 1
$1,370
$1,414
$1,430
Current-year provisions
760
687
684
Expenditures
(629)
(686)
(719)
Other changes
72
(45)
19
Balance at December 31
$1,573
$1,370
$1,414
Credit Facilities. We have $6,000 million of credit facilities consisting of (i) a five-year unsecured revolving credit facility in an aggregate
committed amount of $3,000 million (the “Revolving Credit Facility”) provided pursuant to a credit agreement, dated as of March 26, 2024
and (ii) a standby letter of credit and bank guarantee facility in an aggregate committed amount of $3,000 million (the “Trade Finance
Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”). The Revolving Credit Facility is available for borrowings in
U.S. dollars and euros. Up to $500 million of the Revolving Credit Facility is available for the issuance of letters of credit. There were no
borrowings outstanding on this facility as of December 31, 2025. The Trade Finance Facility is available for the issuance of standby letters
of credit and bank guarantees in U.S. dollars, euros, and various other currencies. The Trade Finance Facility has not been utilized as of
December 31, 2025. Each of the Credit Facilities will mature on April 2, 2029. We may voluntarily prepay borrowings under the Revolving
Credit Facility without premium or penalty, subject to customary breakage costs with respect to loans bearing interest by reference to the
applicable adjusted Term Secured Overnight Financing Rate (Term SOFR) or the Euro Interbank Offered Rate (Euribor). We may also
voluntarily reduce the commitments under the Credit Facilities, in whole or in part, subject to certain minimum reduction amounts. The
Credit Facilities include various customary covenants that limit, among other things, our incurrence of liens and our entry into certain
fundamental change transactions. Fees related to the unused portion of the facilities were not material in the year ended December 31,
2025.
Legal Matters. In the normal course of our business, we are regularly involved in various arbitrations, class actions, commercial litigation,
investigations, or other legal, regulatory, or governmental actions, including the significant matters described below, that could have a
material impact on our results of operations. In many proceedings, it is inherently difficult to determine whether any loss is probable or even
reasonably possible or to estimate the size or range of the possible loss, and accruals for legal matters are not recorded until a loss for a
particular matter is considered probable and reasonably estimable. Given the nature of legal matters and the complexities involved, it is
often difficult to predict and determine a meaningful estimate of loss or range of loss until we know, among other factors, the particular
claims involved, the likelihood of success of our defenses to those claims, the damages or other relief sought, how discovery or other
procedural considerations will affect the outcome, the settlement posture of other parties, and other factors that may have a material effect
on the outcome. For these matters, unless otherwise specified, we do not believe it is possible to provide a meaningful estimate of loss at
this time. Moreover, it is not uncommon for legal matters to be resolved over many years, during which time relevant developments and
new information must be continuously evaluated.
Environmental and Asset Retirement Obligations. Our operations involve the use, disposal, and cleanup of substances regulated under
environmental protection laws and nuclear decommissioning regulations. We have obligations for ongoing and future environmental
remediation activities and may incur additional liabilities in connection with previously remediated sites. Additionally, like many other
industrial companies, we and our subsidiaries are defendants in various lawsuits related to alleged worker exposure to asbestos or other
hazardous materials. Liabilities for environmental remediation, nuclear decommissioning, and worker exposure claims exclude possible
insurance recoveries.
It is reasonably possible that our exposure will exceed amounts accrued. However, due to uncertainties about the status of laws,
regulations, technology, and information related to individual sites and lawsuits, such amounts are not reasonably estimable. Our reserves
related to environmental remediation and worker exposure claims recorded in All other liabilities were $135 million and $138 million as of
December 31, 2025 and 2024, respectively.
We record asset retirement obligations associated with the retirement of tangible long-lived assets as a liability in the period in which the
obligation is incurred and its fair value can be reasonably estimated. These obligations primarily represent nuclear decommissioning, legal
obligations to return leased premises to their initial state, or dismantle and repair specific alterations for certain leased sites. The liability is
measured at the present value of the obligation when incurred and is adjusted in subsequent periods. Corresponding asset retirement costs
are capitalized as part of the carrying value of the related long-lived assets and depreciated over the asset’s useful life. Our asset
retirement obligations were $541 million and $622 million as of December 31, 2025 and 2024, respectively, and are recorded in All other
current liabilities and All other liabilities in our Consolidated and Combined Statement of Financial Position. Of these amounts, $459 million
and $546 million, respectively, were related to nuclear decommissioning obligations. The decrease in the liability balance was primarily due
to a settlement of a nuclear decommissioning obligation during the first quarter of 2025.
Expenditures for nuclear decommissioning, site remediation, and worker exposure claims were $28 million, $11 million, and $14 million, for
the years ended December 31, 2025, 2024, and 2023, respectively. We presently expect that such expenditures will be approximately $24
million and $20 million in 2026 and 2027, respectively.
NOTE 23. RESTRUCTURING CHARGES AND SEPARATION COSTS
Restructuring and Other Charges. The Company has undertaken or committed to various restructuring initiatives, including workforce
reductions and the consolidation of manufacturing and service facilities. Restructuring and other charges primarily include employee-related
termination benefits associated with workforce reductions, facility exit costs, asset write-downs, and cease-use costs. We expect the
majority of costs to be incurred within two years of the commitment of a restructuring initiative.
2025 FORM 10-K 70
This table is inclusive of all restructuring charges and the charges are shown below for the business where they originated. Separately, in
our reported segment results, major restructuring programs are excluded from measurement of segment operating performance for internal
and external purposes; those excluded amounts are reported in Restructuring and other charges. See Note 24 for further information.
RESTRUCTURING AND OTHER CHARGES
2025
2024
2023
Workforce reductions
$193
$147
$224
Plant closures and associated costs and other asset write-downs
53
266
173
Acquisition/disposition net charges and other
38
8
46
Total restructuring and other charges
$285
$421
$443
Cost of equipment and services
$110
$256
$147
Selling, general, and administrative expenses
174
165
296
Total restructuring and other charges
$285
$421
$443
Power
$76
$266
$124
Wind
79
141
232
Electrification
57
19
54
Other
72
(5)
33
Total restructuring and other charges(a)
$285
$421
$443
(a) Includes $109 million, $248 million, and $227 million for the years ended December 31, 2025, 2024, and 2023, respectively, primarily of
non-cash impairment, accelerated depreciation, and other charges not reflected in the liability table below.
Liabilities associated with restructuring activities were primarily related to workforce reductions and were recorded in All other current
liabilities, All other liabilities, and Non-current compensation and benefits in our Consolidated and Combined Statement of Financial
Position.
RESTRUCTURING LIABILITIES
2025
2024
2023
Balance as of January 1
$308
$276
$283
Additions
176
173
216
Payments
(155)
(238)
(222)
Foreign exchange and other
(50)
97
(1)
Balance as of December 31
$279
$308
$276
Total restructuring and other charges incurred for the years ended December 31, 2025, 2024, and 2023 primarily relate to programs to
simplify the organizational structure of, reduce operating costs in, and to right-size the businesses. On July 21, 2025, we approved a
restructuring plan (the Plan) accelerating previously announced enterprise transformation activities to reduce general and administrative
costs. We anticipate that the Plan will be substantially complete by mid-2026, subject to local law requirements, including mandatory
information and consultation with employee representatives in applicable locations. We expect to incur approximately $225 million to
$250 million in costs in connection with the Plan, a reduction since implementing the Plan driven predominately by attrition, primarily
consisting of termination benefits associated with a reduction in the workforce, with approximately $175 million to $200 million of the costs
resulting in future cash expenditures. We estimate the savings on the Plan to be approximately $250 million, with savings beginning in
2026.
The estimates of the costs that we expect to incur in connection with the Plan, and the timing thereof, are subject to a number of
assumptions, including local law requirements in various jurisdictions, and actual amounts may differ from the estimates discussed above.
In addition, we may incur other costs or cash expenditures not currently contemplated due to unanticipated events that may occur, including
in connection with the implementation of the Plan. In the year ended December 31, 2025, we incurred $145 million of costs related to the
Plan.
In the third quarter of 2024, in order to transform and optimize our global footprint, we announced the restructuring of our Hydro Power
business, and as a result we recognized $155 million of charges, which primarily relates to a non-cash pre-tax impairment charge of
property, plant, and equipment, which was the vast majority of the cost of this program. See Note 6 for further information.
In 2023, restructuring primarily reflected the selectivity strategy to operate in fewer markets and to simplify and standardize product variants
across our Wind segment.
Separation Costs. In connection with the Spin-Off, the Company recognized separation costs (benefits) of $180 million and $(9) million for
the years ended December 31, 2025 and 2024, respectively, in our Consolidated and Combined Statement of Income (Loss). Separation
costs include system implementations, advisory fees, one-time stock option grant, and other one-time costs, which are primarily recorded in
Selling, general, and administrative expenses. In addition, in the second quarter of 2024, in connection with GE retaining certain renewable
energy U.S. tax equity investments as part of the Spin-Off, the Company recognized a $136 million benefit related to deferred intercompany
profit. See Note 11 for further information.
NOTE 24. SEGMENT AND GEOGRAPHICAL INFORMATION. Operating segments include components of an enterprise about
which separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker (CODM) for
the purpose of assessing performance and allocating resources. The Company’s CODM is its Chief Executive Officer (CEO). Our operating
activities are managed through three segments: Power, Wind, and Electrification. These segments have been identified based on the
nature of the products and services sold and how the Company manages its operations.
2025 FORM 10-K 71
The performance of these segments is principally measured based on revenues and segment EBITDA. Segment EBITDA is determined
based on the performance measures used by our CEO to assess the performance of each business in a given period. In connection with
that assessment, the CEO may exclude matters, such as charges for impairments, significant higher-cost restructuring programs,
manufacturing footprint rationalization and other similar expenses, acquisition costs and other related charges, certain gains and losses
from acquisitions or dispositions, and certain other non-operational items.
Consistent accounting policies have been applied by all segments for all reporting periods. See Note 1 for a description of our reportable
segments.
TOTAL SEGMENT REVENUES BY BUSINESS UNIT
2025
2024
2023
Gas Power
$16,006
$14,465
$13,220
Nuclear Power
1,018
819
827
Hydro Power
806
781
887
Steam Power
1,937
2,063
2,502
Power
$19,767
$18,127
$17,436
Onshore Wind
$8,241
$7,781
$7,761
Offshore Wind
652
1,377
1,455
LM Wind Power
217
542
610
Wind
$9,110
$9,701
$9,826
Grid Solutions
$6,620
$4,957
$3,955
Power Conversion & Storage
2,049
1,676
1,549
Electrification Software
973
917
874
Electrification
$9,642
$7,550
$6,378
Total segment revenues
$38,519
$35,377
$33,640
SEGMENT EBITDA
Year ended December 31, 2025
Power
Wind
Electrification
Total
Equipment revenues
$6,420
$7,224
$7,290
$20,934
Services revenues
13,072
1,858
2,168
17,098
Intersegment revenues
276
28
183
487
Segment revenues
19,767
9,110
9,642
38,519
Other revenues and elimination of intersegment revenues
(451)
Total revenues
38,068
Less:(a)
Cost of revenues(b)
14,627
9,008
6,644
Selling, general, and administrative expenses(b)
1,836
527
1,350
Research and development expenses(b)
549
161
426
Other segment items(c)
(147)
12
(212)
Segment EBITDA
$2,902
$(598)
$1,433
$3,737
Year ended December 31, 2024
Power
Wind
Electrification
Total
Equipment revenues
$5,509
$8,018
$5,412
$18,939
Services revenues
12,391
1,642
1,923
15,955
Intersegment revenues
227
41
215
483
Segment revenues
18,127
9,701
7,550
35,377
Other revenues and elimination of intersegment revenues
(442)
Total revenues
34,935
Less:(a)
Cost of revenues(b)
13,608
9,513
5,359
Selling, general, and administrative expenses(b)
2,022
566
1,295
Research and development expenses(b)
384
222
345
Other segment items(c)
(155)
(12)
(128)
Segment EBITDA
$2,268
$(588)
$679
$2,358
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
Intersegment expenses are included within the amounts shown.
(b) Excludes depreciation and amortization expenses.
(c) Primarily includes equity method investment income and other interest and investment income.
2025 FORM 10-K 72
Year ended December 31, 2023
Power
Wind
Electrification
Total
Equipment revenues
$5,535
$8,327
$4,385
$18,246
Services revenues
11,758
1,488
1,733
14,979
Intersegment revenues
143
11
260
414
Segment revenues
17,436
9,826
6,378
33,640
Other revenues and elimination of intersegment revenues
(401)
Total revenues
33,239
Less:(a)
Cost of revenues(b)
13,425
10,006
4,690
Selling, general, and administrative expenses(b)
2,124
611
1,213
Research and development expenses(b)
315
248
320
Other segment items(c)
(149)
(6)
(79)
Segment EBITDA
$1,722
$(1,033)
$234
$923
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
Intersegment expenses are included within the amounts shown.
(b) Excludes depreciation and amortization expenses.
(c) Primarily includes equity method investment income and other interest and investment income.
RECONCILIATION OF SEGMENT EBITDA TO NET INCOME (LOSS)
2025
2024
2023
Segment EBITDA
$3,737
$2,358
$923
Corporate and other(a)
(541)
(323)
(116)
Restructuring and other charges
(277)
(426)
(433)
Gains (losses) on purchases and sales of business interests(b)
281
1,024
92
Separation (costs) benefits(c)
(180)
9
—
Arbitration refund(d)
—
254
—
Non-operating benefit income
459
536
567
Depreciation and amortization(e)
(847)
(1,008)
(847)
Interest and other financial income (charges) – net(f)
185
130
(53)
Russia and Ukraine charges(g)
—
—
(95)
Benefit (provision) for income taxes
2,062
(995)
(512)
Net income (loss)
$4,879
$1,559
$(474)
(a) Includes interest expense (income) of $(1) million, $10 million, and $45 million and benefit (provision) for income taxes of $(11) million,
$56 million, and $168 million for the years ended December 31, 2025, 2024, and 2023, respectively, related to our Financial Services
business which, because of the nature of its investments, is measured on an after-tax basis.
(b) Includes unrealized (gains) losses related to our interest in China XD Electric Co., Ltd, recorded in Net interest and investment income
(loss) which is part of Other income (expense) - net. See Note 19 for further information.
(c) Costs incurred in the Spin-Off and separation from GE, including system implementations, advisory fees, one-time stock option grant,
and other one-time costs. In addition, 2024 includes $136 million benefit related to deferred intercompany profit that was recognized
upon GE retaining the renewable energy U.S. tax equity investments.
(d) Represents a cash refund received related to an arbitration proceeding with a multiemployer pension plan and excludes $52 million
related to the interest on such amounts that was recorded in Interest and other financial charges - net in the second quarter of 2024.
(e) Excludes depreciation and amortization expense related to Restructuring and other charges. Includes amortization of basis differences
included in Equity method investment income (loss) which is part of Other income (expense) - net.
(f) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business
operations primarily with customers.
(g) Related to recoverability of asset charges recorded in connection with the ongoing conflict between Russia and Ukraine and resulting
sanctions primarily related to our Power business.
ASSETS BY SEGMENT December 31
2025
2024
Power
$26,663
$24,161
Wind
11,444
9,970
Electrification
9,201
7,402
Other(a)
15,709
9,952
Total assets
$63,016
$51,485
(a)We classify deferred tax assets as "Other" for purposes of this disclosure.
Property, plant, and equipment additions
Depreciation and amortization
2025
2024
2023
2025
2024
2023
Power
$573
$380
$319
$467
$519
$494
Wind
193
250
325
228
350
249
Electrification
273
153
74
95
88
85
Other(a)
214
93
20
63
216
136
Total
$1,253
$877
$738
$853
$1,172
$964
(a) Depreciation and amortization includes impairments related to our Hydro Power business of $108 million for the year ended December
31, 2024. See Notes 6 and 23 for further information.
2025 FORM 10-K 73
Revenues are classified according to the region to which equipment and services are sold. For purposes of this analysis, the U.S. is
presented separately from the remainder of the Americas.
REVENUES BY GEOGRAPHY
2025
2024
2023
U.S.
$17,341
$14,679
$12,467
Non-U.S.
Europe
7,594
8,325
8,417
Asia
4,629
4,698
5,259
Americas
3,116
3,038
3,177
Middle East and Africa
5,389
4,194
3,919
Total Non-U.S.
$20,728
$20,256
$20,772
Total geographic revenues
$38,068
$34,935
$33,239
LONG LIVED ASSETS BY GEOGRAPHY December 31
2025
2024
U.S.
$2,444
$1,940
Non-U.S.
Europe
2,109
1,811
Asia
833
798
Americas
333
320
Middle East and Africa
287
282
Total Non-U.S.
$3,562
$3,210
Total long-lived assets
$6,006
$5,150
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE. None.
ITEM 9A. CONTROLS AND PROCEDURES.
Management's Annual Report on Internal Control Over Financial Reporting. Management is responsible for establishing and
maintaining adequate internal control over financial reporting for the Company. Management has evaluated the effectiveness of our internal
control over financial reporting as of December 31, 2025, based on the framework and criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of such controls has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated
in their report included in Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and Chief Financial Officer, the Company evaluated its disclosure controls and procedures as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective as of December 31, 2025, and that the information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
Changes in Internal Control Over Financial Reporting. There have been no changes in the Company’s internal control over financial
reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, its internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Director and Officer Trading Arrangements. None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange
Act) adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as
defined in Item 408(c) of Regulation S-K) during the three months ended December 31, 2025.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable.
2025 FORM 10-K 74
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. Information required by this item with
respect to executive officers, directors, corporate governance, code of ethics, insider trading policies and procedures, and compliance with
Section 16(a) of the Exchange Act will be presented in the 2026 Proxy Statement in the sections titled “Election of our Class II Directors for
a Three-Year Term Expiring at our 2029 Annual Meeting,” “Corporate Governance,” “Executive Officers,” and “Section 16(a) Beneficial
Ownership Reporting Compliance,” and such information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION. Information required by this item regarding executive and director compensation will be
presented in the 2026 Proxy Statement under the sections titled “Executive Compensation,” “Compensation Committee Interlocks and
Insider Participation,” and “Director Compensation,” and such information (other than the subsection titled “Compensation Committee
Report," which is deemed furnished herein by reference, and the subsection "Pay Versus Performance") is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS. Information required by this item regarding security ownership of certain beneficial owners and
management and related stockholder matters, as well as equity compensation plan information, will be presented in the 2026 Proxy
Statement under the sections titled “Stock Ownership Information” and “Securities Authorized for Issuance Under Equity Compensation
Plans,” and such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. Information
required by this item regarding certain relationships and related transactions and director independence will be presented in the 2026 Proxy
Statement under the sections titled “Certain Relationships and Related-Person and Other Transactions,” and “Other Governance Policies
and Practices,” and such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Information required by this item regarding principal accounting fees
and services of our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), will be presented in the 2026 Proxy Statement under
the sections titled “Principal Accountant Fees and Services” and “We Have a Pre-Approval Process for all Audit or Non-Audit Services,” and
such information is incorporated herein by reference.
2025 FORM 10-K 75
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
FINANCIAL STATEMENTS. See Item 8. "Financial Statements and Supplementary Data" for a listing of our financial statements.
FINANCIAL SCHEDULES. Schedules required by Regulation S-X (17 CFR 210) are omitted because they are either not applicable or the
financial information is already included within the financial statements or notes thereto.
EXHIBITS.
2025 FORM 10-K 76
101 The following materials from GE Vernova's Annual Report on Form 10-K for the year ended December 31, 2025, formatted as Inline
XBRL (eXtensible Business Reporting Language); (i) Statement of Income (Loss) for the years ended December 31, 2025, 2024, and
2023, (ii) Statement of Financial Position at December 31, 2025 and 2024, (iii) Statement of Cash Flows for the years ended December
31, 2025, 2024, and 2023, (iv) Statement of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023, (v)
Statement of Changes in Equity for the years ended December 31, 2025, 2024, and 2023, and (vi) the Notes to Consolidated and
Combined Financial Statements (filed herewith).
104 Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101).
†
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.
ITEM 16. FORM 10-K SUMMARY. None.
2025 FORM 10-K 77
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual
Report on Form 10-K for the fiscal year ended December 31, 2025, to be signed on its behalf by the undersigned, and in the capacities
indicated, thereunto duly authorized in the City of Cambridge and Commonwealth of Massachusetts on the 29th day of January 2026.
GE Vernova Inc.
(Registrant)
By
/s/ Kenneth Parks
Kenneth Parks
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signer
Title
Date
/s/ Scott Strazik
Chief Executive Officer, President, and Director
January 29, 2026
Scott Strazik
(Principal Executive Officer)
/s/ Kenneth Parks
Chief Financial Officer
January 29, 2026
Kenneth Parks
(Principal Financial Officer)
/s/ Matthew Potvin
Vice President, Controller, and Chief Accounting Officer
January 29, 2026
Matthew Potvin
(Principal Accounting Officer)
Stephen Angel*
Non-Executive Chair of the Board
Nicholas K. Akins*
Director
Arnold W. Donald*
Director
Matthew Harris*
Director
Martina Hund-Mejean*
Director
Jesus Malave*
Director
Paula Rosput Reynolds*
Director
Kim K.W. Rucker*
Director
A majority of the Board of Directors
*By
/s/ Richmond Glasgow
Richmond Glasgow
Attorney-in-fact pursuant to power of attorney
January 29, 2026
EX-4.1 2 gevform10k2025-ex41.htm EX-4.1 Document
Exhibit 4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following description of the common stock of GE Vernova Inc. (the Company, GE Vernova, our, we or us) is a summary of certain provisions of our certificate of incorporation, our bylaws and the relevant provisions of the law of the State of Delaware. This summary does not purport to be complete and is subject to, and is qualified by reference to, the provisions of our certificate of incorporation and bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part.
Authorized Capital Stock
Our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.01 per share, and 100,000,000 shares of preferred stock, par value $0.01 per share.
Common Stock
Dividends
Holders of shares of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors (Board) at its discretion out of funds legally available for that purpose, subject to the preferential rights of any preferred stock that may be outstanding.
Voting Rights
The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Holders of our common stock do not have cumulative voting rights.
Other Rights
Subject to the preferential liquidation rights of any preferred stock that may be outstanding, upon our liquidation, dissolution, or winding-up, the holders of our common stock are entitled to share ratably in our assets legally available for distribution to our stockholders.
Fully Paid
The issued and outstanding shares of our common stock are fully paid and non-assessable. 

No Preemptive Rights
The holders of our common stock do not have preemptive rights or preferential rights to subscribe for shares of our capital stock.
Preferred Stock
Our certificate of incorporation authorizes our Board to designate and issue from time to time one or more series of preferred stock without stockholder approval. Our Board may fix and determine the designations, powers, preferences and relative, participating, optional, or other rights of each series of preferred stock.





Certain Provisions of Delaware Law, Our Certificate of Incorporation, and Our Bylaws
Certificate of Incorporation and Bylaws
Certain provisions in our certificate of incorporation and our bylaws summarized below may be deemed to have an anti-takeover effect.

•Board Classification. Our certificate of incorporation provides that, until the conclusion of our fifth annual meeting of stockholders following our spin-off from General Electric Company on April 2, 2024 (the Spin-Off), which we expect to hold in 2029, our Board will be divided into three classes of directors. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective terms. The directors designated as Class I directors have terms expiring at the annual meeting of stockholders to be held in 2028. The directors designated as Class II directors have terms expiring at the annual meeting of stockholders to be held in 2026, and the directors designated as Class III directors have terms expiring at annual meeting of stockholders to be held in 2027. Any director elected at the annual meeting of stockholders held in 2026, 2027, or 2028, will have a term expiring at the fifth annual meeting of stockholders following the Spin-Off and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal. Commencing with the fifth annual meeting of stockholders following the Spin-Off, directors of each class will be elected annually and will hold office until our next annual meeting of stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation, disqualification, or removal.
•Removal of Directors. Our certificate of incorporation provides that (i) prior to our Board being declassified as discussed above, our stockholders may remove directors only for cause and (ii) after our Board has been fully declassified, our stockholders may remove directors with or without cause. Removal will require the affirmative vote of holders of at least a majority of the voting power of the outstanding shares of our capital stock entitled to vote thereon, voting together as a single class.
•Vacancies. Our certificate of incorporation provides that any vacancies in our Board will be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. Prior to the conclusion of our fifth annual meeting of stockholders following the Spin-Off, any director elected to fill a vacancy on our Board will hold office until the expiration of the term of office that coincides with the remaining term of the class of directors to which he or she is elected or of the director he or she replaced, as applicable, and in each case until his or her earlier death, resignation, disqualification or removal. From and after the conclusion of our fifth annual meeting of stockholders following the Spin-Off, any director chosen to fill a vacancy will hold office for a term expiring at the next annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, disqualification or removal.
•Blank Check Preferred Stock. Our certificate of incorporation authorizes our Board to issue, without any further vote or action by the stockholders, up to 100,000,000 shares of preferred stock from time to time in one or more series.
•No Stockholder Action by Written Consent. Our certificate of incorporation expressly excludes the right of our stockholders to act by written consent. Stockholder action must take place at an annual meeting or at a special meeting of our stockholders.
•Special Stockholder Meetings. Our bylaws provide that the Board or a stockholder of record who is acting on behalf of one or more beneficial owners who collectively hold at least 25% of the voting power of all outstanding shares of our common stock will be able to call, or cause to be called, a special meeting of
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stockholders.
•Requirements for Advance Notification of Stockholder Nominations and Proposals. Under our bylaws, stockholders of record are able to nominate persons for election to our Board or bring other business constituting a proper matter for stockholder action only by providing proper notice to our secretary. In the case of annual meetings, proper notice must be given between 90 and 120 days prior to the first anniversary of the prior year’s annual meeting; however, if (A) the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior year’s annual meeting or (B) no annual meeting was held during the prior year, the notice by the stockholder to be timely must be received (1) no earlier than 120 days before such annual meeting and (2) no later than the later of 90 days before such annual meeting and the tenth day after the day on which the notice of such annual meeting was first made by mail or public disclosure. In the case of special meetings, proper notice must be given no earlier than the 120th day prior to the relevant meeting and no later than the later of the 90th day prior to such meeting and the 10th day following the public announcement of the meeting. Such notice must include information specified in the bylaws with respect to each stockholder nominating persons for election to the Board or proposing other business and certain related persons, information with respect to such person’s nominees to the Board (if applicable), and certain representations and undertaking relating to the nomination or proposal, in each case as specified in our bylaws.
•Proxy Access. Our bylaws allow one or more stockholders (up to 20, collectively), owning at least 3% of our outstanding shares continuously for at least three years, to nominate for election to our Board and to be included in our proxy materials up to the greater of two individuals or 20% of our Board, only by sending proper notice to our secretary.
•Amendments to Certificate of Incorporation and Bylaws. The Delaware General Corporation Law (DGCL) provides generally that the affirmative vote of holders of a majority of a company’s voting stock then outstanding is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation specifies a higher threshold. Our certificate of incorporation does not provide for a higher threshold. The DGCL also provides that a board of directors may be granted authority to amend a corporation’s bylaws if so stated in the corporation’s certificate of incorporation, and our certificate of incorporation provides that our Board may amend our bylaws. Under Delaware law, stockholders also have the power to amend bylaws, and our certificate of incorporation provides that the bylaws may be amended by the affirmative vote of holders of at least a majority of the outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class.
Delaware Takeover Statute
We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder.
Limitation on Liability of Directors and Indemnification of Directors and Officers
Delaware law authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ and officers’ fiduciary duties as directors or officers, as applicable, and our certificate of incorporation includes such an exculpation provision. Our bylaws include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of GE Vernova, or for serving at our request as a director, officer, employee, or agent at another corporation or enterprise, as the case may be. Our bylaws also provide that we must indemnify and advance expenses to our directors, officers, and employees, subject to our receipt of an undertaking from the indemnified party to repay all amounts advanced if it should be ultimately determined that the indemnified party is not entitled to be indemnified under our bylaws or otherwise.

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Exclusive Forum
Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent, or stockholder to us or our stockholders, any action asserting a claim arising pursuant to the DGCL, the certificate of incorporation, or the bylaws, or any action asserting a claim governed by the internal affairs doctrine. However, if the Court of Chancery within the State of Delaware lacks jurisdiction over such action, the action may be brought in another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then in the United States District Court for the District of Delaware. Additionally, our certificate of incorporation states that the foregoing provision will not apply to claims arising under the Securities Act of 1933, as amended (the Securities Act), the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions.

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EX-10.13 3 gevform10k2025-ex1013.htm EX-10.13 GEVForm10K 2025-EX10.13
    Exhibit 10.13
picture1.jpg
Scott Strazik
President & CEO GE Vernova 1 River Road
Schenectady, NY 12345
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS OFFER LETTER HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF
THE TEXT AND REPLACING IT WITH [***], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS AMENDED.
CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS: (i) NOT MATERIAL AND (ii) WOULD BE
HARMFUL IF PUBLICLY DISCLOSED.
February 27, 2023
Rachel Gonzalez Sent via E-mail: [***]
Dear Rachel,
We are pleased to offer you the position of Group Vice President and General Counsel in GE Vernova (the “Business”) within the General Electric Company (the
“Company”) effective April 1, 2023 (your “start date”). This position will be based in Boston, and you will report to Scott Strazik, President & Chief Executive
Officer, GE Vernova, and serve as a member of the GE Vernova executive team.
Salary: $900,000 (US dollars) paid bi-weekly
Annual Executive Incentive Plan (“AEIP”): Your AEIP target is 85% of your base salary as of December 31st each plan year. Payments are made in the
Company’s and Business’s discretion and are typically based on business performance and individual performance,
in each case including risk management and compliance. For the performance year 2023, any bonus you receive
will be based on the full calendar year. Your bonus target will increase to 100% of your base salary upon
completion of the planned spin of GE Vernova.
Long-Term Incentive Plan (“LTIP”): The grant value of your 2023 annual equity award will be $3,500,000 (US dollars). LTIP awards are typically
granted in March each year, with the award type and terms determined by the Management Development and
Compensation Committee of the Board of Directors. Your award will be delivered 50% in Performance Stock
Units (based on a Monte Carlo calculation) and 50% in Restricted Stock Units (based on the 30-day average prior
to and including the grant date). All LTIP Awards will be governed by the terms and conditions consistent with
awards made to other similarly situated officers of the Company. Your 2023 award will accelerate and immediately
vest if the spin of GE Vernova does not occur before December 31, 2024.
Benefits: You and your eligible dependents will also be eligible to participate in the company’s benefit plans, including:
•Reimbursement of up to $3,100 (US dollars) annually for physical health examinations.
•Reimbursement of up to $15,000 (US dollars) annually for financial planning services.
•Participation in the Restoration Plan. Under the Plan, 7% of your pay above the IRS pay limit that applies
to 401(k) plans is credited each year and notionally invested as you choose. These amounts generally vest
after 3 years of service.
All aspects of these and other benefits will be governed by the terms of the applicable plan or program.
Relocation Benefits: You will be eligible to participate in GE’s U.S. relocation policy through December 31, 2023, including applicable
tax gross up per the terms of the policy. This comprehensive program provides home sale assistance, a temporary
housing benefit, coverage of customary closing costs, including tax assistance, and movement of household goods.
Severance Payment: If your employment with GE is terminated (i) by the Company or Business other than for cause or by you with good reason, (ii) due to death or
disability or (iii) in connection with a change in control (as described below) that does not result in your receiving a comparable offer with the purchaser, you will
receive the Company’s standard Officer Severance package, which includes a lump sum payment equal to 12 months of base salary and, assuming you remain
employed through the first quarter of the year in which your employment terminates, a pro-rated AEIP payment. For purposes of this paragraph, a change in control
shall occur if a person/entity acquires ownership of stock of GE or your business, that, together with prior holdings, constitutes at least 50% of the total fair market
value or total voting power of the outstanding shares of GE or your business, or a sale of substantially all of the assets of GE or your business.
For purposes of this letter: “Cause” shall mean the occurrence of any of the following: (1) your willful failure to perform your duties (other than any such failure
resulting from incapacity due to physical or mental disability) or comply with any valid and legal directive of the Company or the Board that is consistent with your
position; (2) your engagement, or the discovery of your having engaged, in dishonesty, illegal conduct, or misconduct, which, in each case, materially harms or is
reasonably likely to materially harm the Company; (3) your conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law
equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (4) your willful or grossly negligent unauthorized disclosure of Confidential
Information; (5) your material breach of any material obligation under this letter or any other written agreement between you and the Company which materially
harms or is reasonably likely to materially harm the Company; or (6) your willful material failure to comply with the Company’s written policies or rules, as they may
be in effect from time to time.
“Good Reason” shall mean the occurrence of any of the following, in each case without your written consent: (1) any reduction in your target compensation or any
failure to pay any compensation when due; (2) any material breach by the Company of any material provision of this letter or any material provision of any other
agreement between you and the Company; (3) a material, adverse change in your title, authority, duties, responsibilities or reporting relationships (other than
temporarily while you are physically or mentally incapacitated or as required by applicable law); or (4) a decision by the Company not to spin off the GE Vernova
business or its failure to do so on or before December 31, 2024.
Restrictive Covenants: As a condition of your employment, you agree to sign and abide by the company’s standard non-solicitation agreement which will be
provided to you in connection with the on-boarding process.
Confidentiality: You acknowledge that you will have access to and become acquainted with proprietary and confidential information, which may include trade
secrets, regarding the company, its affiliates and its customers that constitutes a valuable asset of the company and that is not available to the public. You agree that
you will not use or disclose that confidential information, either during or after the termination of your employment, for any reason other than in the performance of
your job and for the benefit of the company and its affiliates. You further agree that you will sign the company’s Employee Invention and Proprietary Information
Agreement as part of the on-boarding process and will abide by the terms of that Agreement.
Please note, this offer is contingent upon your agreement to the conditions of employment described in the company’s “Acknowledgement of Conditions of
Employment”. Your acknowledgment of this document and all required documentation will be collected electronically through the GE Hire onboarding tool. More
information on how to access this tool will be provided shortly. Nothing in this letter is a guarantee of employment for any fixed period or changes your at-will
employment status with the company or its affiliate.
Rachel, I am incredibly excited about the prospect of your joining our team. We look forward to your acceptance of this offer and response by email. If you have any
questions, please let me know.
Sincerely,
/s/ Scott Strazik
Scott Strazik
Please signify your acceptance of this offer letter:
/s/ Rachel Gonzalez
SignatureDate: 2/27/2023
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GE Vernova Inc.
58 Charles Street
Cambridge, MA 02141
May 14, 2025
Rachel Gonzalez
Sent via E-mail: Rachel.Gonzalez@gevernova.com
Dear Rachel:
You and GE Vernova Inc. (the “Company”) are parties to an offer letter dated February 27, 2023 that sets forth certain terms of your employment with
the Company (the “Offer Letter”).  This letter agreement shall serve as an amendment to your Offer Letter (the “Amendment”) by inserting the paragraph below at the
end of your Offer Letter, which paragraph shall apply to any payments or benefits described in your Offer Letter. Except as amended by this Amendment, your Offer
Letter shall continue in full force and effect in accordance with its terms.
“Section 409A.
Payments and benefits under this letter are intended to be exempt from Section 409A of the Internal Revenue Code of 1986 and the regulations issued
thereunder, as each may be amended from time to time (“Section 409A”) to the maximum possible extent and, to the extent not exempt, are intended to
comply with the requirements of Section 409A.  The provisions of this letter shall be construed in a manner consistent with such intent. However, the
Company will have no liability to you or any other person if any payment or benefit under the letter is determined to constitute noncompliant
“nonqualified deferred compensation” under Section 409A.
With respect to any “deferred compensation” within the meaning of Section 409A that is payable or commences to be payable under this letter solely by
reason of your termination of employment, such amount shall be payable or commence to be payable as soon as, and no later than, you experience a
“separation from service” as defined in Section 409A, subject to the terms of the following paragraph, if applicable.  In addition, nothing in the letter shall
require the Company to, and the Company shall not, accelerate the payment of any amount that constitutes “deferred compensation” except to the extent
permitted under Section 409A.
Notwithstanding anything to the contrary in this letter, if you are a “specified employee” within the meaning of Section 409A at the time of your
separation from service and any amounts payable to you by virtue of your separation from service constitute “deferred compensation” within the meaning
of Section 409A (each, as determined by the Company), any such amounts that otherwise would be payable during the first six months following your
separation from service shall be delayed and accumulated and shall be paid to you on the earlier of (i) the later of (A) the first business day following the
expiration of the six-month period measured from the date of your separation from service and (B) the first business day following the expiration of the
eighteen-month period measured from the date the Amendment to this Offer Letter becomes effective and (ii) as soon as practicable following the date of
your death.  Any remaining amounts due to you under this letter will be paid as otherwise provided herein.  You understand that in the event of your
separation from service before the first anniversary of the date the Amendment to this Offer Letter becomes effective, 50% of the amount of any deferred
compensation payable to you hereunder will be subject to additional taxes under Section 409A and the guidance issued thereunder. 
Any reimbursements or in-kind benefits provided to you shall be administered in accordance with Section 409A, such that:  (a) the amount of expenses
eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits
provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the year following the year in which the
expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.”
Sincerely,
GE Vernova Inc.
By: /s/ Steven Baert
Title:  Chief People Officer
The foregoing correctly sets forth the terms of the amendment to my Offer Letter with the Company.  I have been given a reasonable amount of time to
consider this Amendment and to consult an attorney and/or advisor of my choosing.  I have carefully read this Amendment, understand the contents herein, freely and
voluntarily assent to all of the terms and conditions hereof, and sign my name of my own free act.
/s/ Rachel GonzalezDate:  May 14, 2025
Rachel Gonzalez
EX-10.23 4 gevform10k2025-ex1023.htm EX-10.23 Document
Exhibit 10.23
GE Vernova US Executive Severance Plan
Amended and Restated Effective January 1, 2025
Section I.Purpose and Effective Date
Ropcor, Inc. or its successor (“Plan Sponsor”) established the GE Vernova US Executive Severance Plan (the “Plan”), effective as of April 2, 2024 (the “Effective Date”). The Plan is designed to provide severance benefits under specified conditions to Executives who experience a Qualifying Termination on or after the Effective Date. The Plan is hereby amended and restated effective January 1, 2025.
The Plan is an unfunded plan maintained primarily for the purpose of providing severance benefits to a select group of management and highly compensated employees of GE Vernova and Participating Affiliates. The Plan shall be interpreted and administered consistently with the intent to be a “top hat” plan that is not subject to various provisions of ERISA. All capitalized terms used in the Plan are defined below or in Section VII.
Section II.Qualifying Termination
A “Qualifying Termination” occurs when the Plan Administrator determines in its sole discretion that one of the following events occurred:
(a)The Executive’s position is being eliminated (and not replaced) and the Executive is not offered a Suitable Position;
(b)The Executive’s employment is being terminated in connection with a Participating Employer-initiated separation which is not for Cause and the Executive is not offered a Suitable Position; or
(c)The Executive receives written notice from the Participating Employer that the Executive’s position is being changed (for reasons other than Cause) in such a way that it would no longer be a Suitable Position, and the Executive terminates employment with the Company within 30 days following written notification of such change.
However, a Qualifying Termination shall not include a termination of employment for Cause or on account of voluntary resignation, death or disability, or any termination of employment prior to the Effective Date.
A “Suitable Position” means either:
(a)a continued position with a successor employer in a business disposition or a third party in an outsourcing arrangement that provides a combined base salary and annual incentive award opportunity which is at least 80% of the Executive’s combined base salary and annual incentive award opportunity immediately prior to the Executive’s termination of employment with the Company (even if a different pay mix and/or other conditions and objectives apply to the role); or


(b)a position with the Company that:
(1)is within the same career band the Executive held immediately prior to the Executive’s termination of employment;
(2)is within 50 miles of the Executive’s official job location (as assigned by the Participating Employer) immediately prior to the Executive’s termination of employment; and
(3)would not result in more than a 20% decrease in the Executive’s combined base salary and annual incentive award opportunity compared to the Executive’s combined base salary and annual incentive award opportunity immediately prior to the Executive’s termination of employment.
Section III.Additional Conditions
Any benefit under this Plan shall be conferred via a separation agreement executed by the Executive, and shall be contingent upon the Executive signing, not revoking, and complying with the terms of such agreement which will include a release and waiver of claims (the “Release”) and which may include, among other things and where legally permissible, confidentiality, cooperation, non-competition, non-solicitation and/or non-disparagement requirements. If the separation agreement (including the Release) is not executed in a form acceptable to the Plan Sponsor by the deadline established by the Plan Sponsor (which shall be no later than 45 days following the effective date of the Qualifying Termination), or is revoked or breached, no benefit shall be payable under the Plan. To the extent the express terms of a separation agreement conflict with the terms of this Plan, the terms of this Plan shall prevail. For the avoidance of doubt, silence in the separation agreement shall not constitute a conflict with the Plan terms.
If the Plan Administrator determines in its sole discretion that an Executive has engaged in conduct that (a) constitutes a breach of the separation agreement (including the Release), (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or (c) occurred prior to the Qualifying Termination and would give rise to a termination for Cause (regardless of whether such conduct is discovered before, during or after the Qualifying Termination), the Executive shall forfeit the right to any unpaid benefit under this Plan and may be required to repay any amounts previously paid under the Plan to the extent recovery is permitted by law.
This remedy is not exclusive and shall not limit any right of the Company under applicable law, including (but not limited to) a remedy under (a) Section 10D of the Securities Exchange Act of 1934, as amended, (b) any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Company may be traded, and/or (c) any Company policy adopted with respect to compensation recoupment.
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Section IV.Amount and Form of Payment
An Executive who meets the requirements of Sections I, II and III shall be paid a lump sum within 60 days following the effective date of the Qualifying Termination equal to:
(a)6 months of Base Salary if the Executive is a Director or Senior Director immediately prior to the Qualifying Termination;
(b)9 months of Base Salary if the Executive is an Executive Director or Vice President (band level 1, or “VP-1”) immediately prior to the Qualifying Termination;
(c)12 months of Base Salary if the Executive is a Vice President (band levels 2-5, or, “VP-2” through “VP-5”) or Executive Vice President immediately prior to the Qualifying Termination; or
(d)18 months of Base Salary if the Executive is a (i) Vice President (band level 2-5, or, “VP-2” through “VP-5”) or Executive Vice President (or above) reporting directly to the Chief Executive Officer of GE Vernova or (ii) the Chief Executive Officer of GE Vernova, in each case immediately prior to the Qualifying Termination.
The above classifications are determined by GE Vernova based on its career bands, and not those assigned by an Affiliate.
The lump sum payment pursuant to this Section IV shall be subject to applicable withholdings and deductions, as well as the offsets described in Section VI.
Section V.Outplacement Services
As determined by the Company in its sole discretion, an Executive who meets the requirements of Sections I, II and III may also be eligible for outplacement services through a nationally recognized outplacement firm selected by the Plan Sponsor. To receive these outplacement services, the eligible Executive must enroll in such services in accordance with procedures established by the Plan Sponsor and within 30 days following the effective date of the Qualifying Termination. Eligible Executives who enroll shall receive outplacement services for the period of time (if any) determined by the Company in its sole discretion; provided, however, that any such services shall cease upon the Executive obtaining subsequent employment. Executives are required to notify the Participating Employer immediately upon obtaining subsequent employment.
Section VI.Offset and Rehire Rules
To the extent the Executive is vested in a GE Energy Supplementary Pension, Executive Retirement Benefit or equivalent payments, the amount of any lump sum payment described in Section IV shall be reduced by the Executive’s estimated monthly benefit payable during the same number of months following the Qualifying Termination that apply under Section IV. For this purpose, the Executive’s estimated monthly benefit is determined (a) during the week prior to the Executive’s written notification of the
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Qualifying Termination, (b) applying the five-year certain benefit for GE Energy Supplementary Pension and 1/12th of the annual Executive Retirement Benefit, and (c) disregarding any delay required by Section 409A of the Code.
In addition, the Special Early Retirement Option Offset required by the GE Energy Pension Plan shall apply to the extent the Executive qualifies for and elects the Special Early Retirement Option or Plant Closing Pension Option under the GE Energy Pension Plan.
In the event the Executive is rehired by the Company before the period of time for which Base Salary was paid under Section IV has expired, the Executive shall repay the portion of the lump sum attributable to the period of time during which the Executive is reemployed in accordance with procedures established by the Plan Administrator.
Section VII.Definitions
(a)“Affiliate” means any company or business entity connected to the Plan Sponsor by a direct or indirect 50% or more interest, whether or not a Participating Affiliate.
(b)“Base Salary” means an Executive’s salary rate (excluding bonuses, commissions or other compensation) in effect immediately prior to the Qualifying Termination.
(c)“Cause” means, as determined in the sole discretion of the Plan Administrator, an Executive’s:
(1)breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or breach of a material term of any other agreement between the Executive and the Company;
(2)engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company;
(3)commission of an act of dishonesty, fraud, embezzlement or theft;
(4)conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude; or
(5)failure to comply with the Company’s policies and procedures, including but not limited to The Spirit and Letter.
(d)“Code” means the Internal Revenue Code of 1986, as amended.
(e)“Company” means the Plan Sponsor or any Affiliate.
(f)“Executive” means an Employee who is (1) assigned by the Company to the GE Vernova executive or higher career band and (2) not covered by an employment or other agreement with the Company that provides other severance or similar benefits. An Executive shall not be eligible for severance or similar benefits
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under the GE Vernova Layoff Benefit Plan for Salaried Employees, the GE Vernova Layoff Benefit Plan for Certain GE Vernova Affiliates, or any other plan or program sponsored by the Company that provides for severance or similar benefits.
(g)“Employee” means a common law U.S. employee of the Participating Employer (including such an employee on a bona fide leave of absence). If the Plan Administrator or a Participating Employer determines that an individual is not an “employee,” the individual will not be eligible to participate in the Plan, regardless of whether the determination is subsequently upheld by a court or tax or regulatory authority having jurisdiction over such matters or whether the individual is subsequently treated or classified as an employee for certain specified purposes. Any change to an individual’s status by reason of such reclassification or subsequent treatment will apply prospectively only.
(h)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(i)“GE Vernova” means GE Vernova Inc. or its successor.
(j)“Participating Affiliate” means an Affiliate whose participation in the Plan is approved by the Plan Sponsor.
(k)“Participating Employer” means the Plan Sponsor or a Participating Affiliate.
(l)“Plan Administrator” means the GE Vernova Benefits Administrative Committee or other fiduciary with respect to the Plan who is either named in the Plan or who is appointed by the Vice President, Total Rewards in writing.
(m)“Plan Sponsor” means Ropcor, Inc. or its successor. The Chief Executive Officer, Chief Financial Officer, and Chief People Officer of GE Vernova Inc., individually or collectively, have authority to perform the Plan Sponsor’s functions under the Plan.
(n)“Special Early Retirement Option Offset” shall have the meaning set forth in the GE Energy Pension Plan.
Section VIII.Other
(a)Payments made under this Plan shall not be treated as eligible “compensation” for purposes of the GE Vernova Retirement Savings Plan, the GE Energy Pension Plan, or any other retirement, savings or similar plan of the Company.
(b)If the Plan Administrator determines that an Executive is indebted to the Company on the effective date of the Qualifying Termination, including by reason of breaching a commitment to the Company, the Plan Administrator reserves the right to offset the payment of any benefits under the Plan by the amount of such indebtedness, as determined by the Plan Administrator. Such offset will be made in accordance with all applicable laws (including the intent not to trigger taxes under Section 409A of the Code).
(c)No amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind (except
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as described in subsection (b) above). Any attempt to alienate, sell, transfer, assign, pledge, commute, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey any such benefit, whether presently or subsequently payable, shall be void. Except as required by law or as described in Section XI, no benefit payable under this Plan shall, prior to actual payment, in any manner be subject to seizure, garnishment, attachment, execution, sequestration or other legal process for the payment of any debts, judgments, alimony, separate maintenance or liability of any Executive, or be transferrable by operation of law in the event of an Executive’s or any other person’s bankruptcy or insolvency.
(d)The Plan Administrator is authorized to comply with any court order in any action in which the Plan or the Plan Administrator has been named as a party, including any action involving a determination of the rights or interests in an Employee’s benefits under the Plan.
(e)This Plan does not provide any individual a right to continue employment with the Company, nor does it affect the Company’s right to terminate the employment of any individual at any time for any reason with or without Cause.
(f)Except to the extent preempted by ERISA or otherwise governed by federal law, the laws of the State of Delaware shall govern the construction and interpretation of the Plan, without regard to conflicts of law provisions therein.
(g)Benefits provided under this Plan are unfunded and unsecured obligations of the Participating Employer payable from its general assets.
(h)Each Executive shall cooperate with the Plan Administrator by furnishing any and all information requested by the Plan Administrator and take such other actions as may be requested in order to facilitate the administration of the Plan and the payment of benefits hereunder.
(i)This Plan contains a complete statement of its terms. The Plan may be amended, suspended or terminated only in writing and then only as provided in Section IX. The legal or equitable rights or interests of any person in this Plan, and the Participating Employer’s obligations or liabilities therefor, shall be exclusively determined by the express provisions of the Plan.
(j)If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity, or unenforceability shall not affect any other provision of the Plan, each of which shall remain in full force and effect.
(k)If a severance benefit is paid to an Executive and the Plan Administrator determines that all or part of such payment was not owed under the terms of the Plan, the Plan Administrator reserves the right to recover such payment, including deducting such amounts from any sums due the Executive.
Section IX.Amendment or Termination
The Plan may be amended or terminated by the Plan Sponsor through action of the Chief Executive Officer, Chief Financial Officer, or Chief People Officer of GE Vernova Inc., acting individually or collectively, at any time and for any reason, in its sole
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discretion and with the result that benefits under the Plan may be changed or discontinued, retroactively or prospectively.
Section X.Administration
Except as otherwise expressly provided in the Plan, the management and control of the operation and administration of the Plan shall be vested in the Plan Administrator. The Plan Administrator has sole discretion to make all determinations with respect to eligibility and benefits under the Plan and such determinations shall be final and binding. In addition to the powers and responsibilities assigned in this Plan, the Plan Administrator may exercise any powers and responsibilities with respect to the Plan assigned to the Plan Administrator in the applicable charter or designation.
No liability shall attach to or be incurred by the stockholders, officers, directors or employees of the Company, in whatever capacity, under or by reason of the terms, conditions or agreements contained in the Plan or any law, rule or regulation, or for acts or decisions taken or omitted by any of them thereunder.
The Plan Administrator may, from time to time, employ agents and delegate to them such administrative duties as it sees fit. In accordance with its charter, the Plan Administrator may also delegate to other persons or other entities any or all of its authority, responsibilities, obligations and duties with respect to the Plan. If the Company, Plan Administrator, or plan fiduciary (an “Advisee”) engages attorneys, accountants, actuaries, consultants, and other service providers (an “Advisor”) to advise them on issues related to the Plan or the Advisee’s responsibilities under the Plan:
(a)The Advisor’s client is the Advisee and not any employee, participant, dependent, beneficiary, claimant, or other person;
(b)The Advisee will be entitled to preserve the attorney-client privilege and any other privilege accorded to communications with the Advisor, and all other rights to maintain confidentiality, to the full extent permitted by law; and
(c)No employee, participant, dependent, beneficiary, claimant or other person will be permitted to review any communication between the Advisee and any of the Advisee’s Advisors with respect to whom a privilege applies, unless mandated by a court order.
Section XI.Taxation and Section 409A
All payments and benefits under the Plan are subject to all applicable deductions and withholdings, including obligations to withhold federal, state and local income and employment taxes. Each recipient of benefits under the Plan (and not the Company) shall be solely responsible for the recipient’s own tax liability with respect to such benefits (including imputed income), without regard to the amount withheld or reported to the Internal Revenue Service. The amount withheld shall be determined by the Plan Administrator. Nothing in this Plan shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with
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Section 409A of the Code) from any Executive or an Executive’s spouse, beneficiary, or estate to any other individual or entity.
The Plan shall be construed and administered consistently with the intent that payments under the Plan be exempt from the requirements of Section 409A of the Code (“Section 409A”) (i.e., applying the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4), the “two-year, two-time” rule described in Treas. Reg. § 1.409A-1(b)(9) and/or another exemption). To the extent Section 409A applies, the Plan shall be construed and administered consistently with the requirements thereof to avoid taxes thereunder.
Consistent therewith, where the Plan specifies a window during which a payment may be made, the payment date within such window shall be determined by the Plan Administrator in its sole discretion. Furthermore, any installment in any series of payments shall be treated as a separate payment.
To the extent that Section 409A applies:
(a)Payment of the lump sum benefit described in Section IV shall occur on the 60th day following the Executive’s Qualifying Termination;
(b)The effective date of an Executive’s Qualifying Termination shall be the date the Executive actually incurs a “separation from service” within the meaning of Section 409A and the regulations and other guidance issued thereunder, as determined by the Plan Administrator;
(c)If, upon separation from service, an Executive is a “specified employee” within the meaning of Section 409A, any payment under this Plan that is subject to Section 409A and would otherwise be paid within six months after the Executive’s separation from service will instead be paid in the seventh month following the Executive’s separation from service; and
(d)If the period during which an Executive has discretion to execute or revoke the separation agreement (including the Release) described in Section III straddles two calendar years, the Plan Sponsor shall make payments conditioned on execution of such separation agreement no earlier than January 1st of the second calendar year, regardless of which year the separation agreement becomes effective.
Section XII.Claims and Appeals
The provisions of this Section XII shall apply to any claim for a benefit under the Plan, regardless of the basis asserted for the claim and regardless of when the act or omission upon which the claim is based occurred. Any such claim shall be addressed through the claims and appeals process described in the handbook summary for this Plan, and no such claim may be filed in court, arbitration, or similar proceeding before the claimant has exhausted that process. Such process is intended to comply with Section 503 of ERISA and shall be administered and interpreted in a manner consistent with such intent.
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The claims administrator shall be the Plan Administrator or its designee or delegate.
Section XIII.Limitations Period
(a)Any claim (1) for benefits; (2) to enforce rights under the Plan; or (3) otherwise seeking a remedy or judgment of any kind against the Plan, the Plan Administrator or the Company must be filed within the limitations period prescribed by this Section XIII (and subsequent to exhaustion as described in Section XII).
(b)The limitations period shall begin on the following date:
(1)For a claim for benefits, the earliest of: (i) the date the first benefit payment was actually made or allegedly due, or (ii) the date the Plan, the Plan Administrator or the Company first repudiated the alleged obligation to provide such benefits, regardless of whether such repudiation occurred during administrative review pursuant to Section XII. A repudiation described in clause (ii) may be made in the form of a direct communication to the employee or a more general oral or written communication related to benefits payable under the Plan (for example, a summary of the Plan or an amendment to the Plan);
(2)For a claim to enforce an alleged right under the Plan (other than a right to benefits), the date the Plan first denied the request made on behalf of the employee to exercise such right, regardless of whether such denial occurred during administrative review pursuant to Section XII; or
(3)For any claim otherwise seeking a remedy or judgment of any kind against the Plan, the Plan Administrator or the Company, the earliest date on which the employee knew or should have known of the material facts on which such claim or action is based, regardless of whether the employee was aware of the legal theory underlying the claim.
(c)The limitations period shall end on the first anniversary of the beginning date described in Section XIII(b); provided, however, that if a request for administrative review pursuant to Section XII is pending at such time, the limitations period shall be extended to end on the date that is 60 days after the final denial of such claim on administrative review.
(d)The limitations period described in this Section XIII replaces and supersedes any limitations period that otherwise might be deemed applicable under state or federal law in the absence of this Section XIII. A claim filed after the expiration of the limitations period shall be deemed time-barred, except that the Plan Administrator shall have discretion to extend the limitations period upon a showing of exceptional circumstances that, in the opinion of the Plan Administrator, provide good cause for an extension. The exercise of this discretion is committed solely to the Plan Administrator and is not subject to review.
(e)In the event of any claim brought by or on behalf of two or more employees, the requirements of this Section XIII shall apply separately with respect to each employee.
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EX-10.26 5 gevform10k2025-ex1026.htm EX-10.26 Document
Exhibit 10.26
2025 Equity Grant Agreement
GE Vernova Inc. 2024 Long-Term Incentive Plan (“Plan”)

GE Vernova Inc. 2025 Restricted Stock Unit Grant Agreement (“Grant Agreement”)
For <<Employee Name>> (“Grantee”)

Grant Date RSUs Granted
<<Date>> <<Number>>

1. Grant. The Compensation and Human Capital Committee (“Committee”) of the Board of Directors of GE Vernova Inc. (“Company”) has granted the above number of Restricted Stock Units (“RSUs”) to the individual named in this Grant Agreement (“Grantee”), subject to the terms of this Grant Agreement. Without limiting any condition of this RSU award, the award may be cancelled, if determined in the sole discretion of the Company, if the Grantee does not confirm acceptance within 45 days of the Grant Date. Once vested, each RSU entitles the Grantee to receive from the Company (i) one share of Common Stock and (ii) a cash payment in respect of Dividend Equivalents (described below), each in accordance with the terms of this Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee.

2. Vesting. In order to vest in an RSU, the Grantee must not incur a Termination of Employment from the Grant Date through the applicable Vesting Date listed on Appendix A or as otherwise provided in the Plan or as set forth below. All unvested RSUs shall be immediately cancelled without payment upon the Grantee’s Termination of Employment for any reason before the applicable Vesting Date, except as specifically provided in the Plan or as set forth below:

i.Death or Disability. If the Grantee’s Termination of Employment is as a result of the Grantee’s death or Disability prior to the final Vesting Date listed on Appendix A, then any unvested RSUs shall vest as of such Termination of Employment and the Minimum Vesting Condition shall not apply.

ii.Termination Without Cause. If the Grantee’s Termination of Employment is as a result of the Company terminating the Grantee’s employment without Cause (as defined below) prior to the final Vesting Date listed on Appendix A, then any unvested RSUs shall vest as of such Termination of Employment and the Minimum Vesting Condition shall not apply, and the Common Stock subject to such RSUs shall be delivered at the time set forth


        
in Section 4 of this Grant Agreement, but subject to the provisions of Section 409A of the Code and the Plan, including Section XX(d) thereof.

iii.Retirement. If the Grantee meets the requirements for Retirement prior to the final Vesting Date listed on Appendix A, then unless the Grantee incurs a Termination of Employment for Cause, upon the Grantee’s Termination of Employment on account of Retirement on or following the first anniversary of the Grant Date, any restrictions with respect to the RSUs, including any requirements to remain employed through the applicable Vesting Dates listed on Appendix A, shall lapse as of the date of such Grantee’s Termination of Employment on account of Retirement and the Common Stock subject to such RSUs shall be delivered within two weeks of the applicable date of Termination of Employment on account of Retirement, in accordance with Section 4 of this Grant Agreement, but subject to the provisions of Section 409A of the Code and the Plan, including Section XX(d) thereof.

3. Dividend Equivalents. The Company will establish an amount for each RSU equal to the per share quarterly dividend payments made to the Company’s shareholders during the period beginning on the Grant Date and ending on the date on which the shares underlying the RSUs are delivered to the Grantee pursuant to Section 4 of this Grant Agreement (“Dividend Equivalents”). The Company shall accumulate Dividend Equivalents and, following vesting of the related RSU, will pay the Grantee a single lump sum cash amount equal to the Dividend Equivalents on the same date that a share of Common Stock is delivered with respect to such RSU, as described in Section 4 of this Grant Agreement. Any accumulated and unpaid Dividend Equivalents attributable to an RSU that is cancelled are immediately forfeited upon cancellation and will not be paid.

4. Delivery and Tax Withholding. Within two weeks of the date any RSUs vest, the Company shall deliver to the Grantee (i) a number of shares of Common Stock equal to the number of vested RSUs and (ii) the Dividend Equivalent cash amount with respect to each vested RSU (in each case net of applicable tax withholding and fees). Delivery shall be electronic, through the brokerage account established by the Company for the Grantee, or in such other medium as is determined by the Company. The Grantee is ultimately responsible for any and all applicable taxes, regardless of the amount withheld or reported. Notwithstanding the foregoing, the date of issuance or delivery of shares of Common Stock may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange and requirements under any law or regulation applicable to the issuance or transfer of such shares of Common Stock to the extent such postponement is required or permissible under Section 409A of the Code.

5. Data Security and Privacy.

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i. Data Collection, Processing and Usage. Personal data collected, processed and used by the Company in connection with Awards granted under the Plan includes the Grantee’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards granted, cancelled, exercised, vested, or outstanding. In granting Awards under the Plan, the Company will collect the Grantee’s personal data for purposes of allocating shares of Common Stock in settlement of the Awards and implementing, administering and managing the Plan. The Company collects, processes and uses the Grantee’s personal data in compliance with the Company’s Employment Data Protection Standards and the Uses of Employment Data for the Company’s entities. The Grantee may exercise rights to access, correction, or restriction or deletion where applicable, by contacting the Grantee’s local HR manager or initiating a request through www.worklife.gevernova.comor any successor website maintained by the Company or a third party designated by the Company.

ii. Administrative Service Provider. The Company transfers the Grantee’s personal data to Fidelity Stock Plan Services, LLC, which assists with the implementation, administration and management of the Plan (the “Third-Party Administrator”). In the future, the Company may select a different Third-Party Administrator and share the Grantee’s personal data with another company that serves in a similar manner. The Third-Party Administrator will open an account for the Grantee to receive and trade shares of Common Stock acquired under the Plan. The Grantee will be asked to agree on separate terms and data processing practices with the Third-Party Administrator, which is a condition to the Grantee’s ability to participate in the Plan. The privacy policy of the Third-Party Administrator may be reviewed on the Fidelity Stock Plan Services, LLC portal or the portal of a successor Third Party Administrator.

6. Additional Requirements. The Company reserves the right to impose other requirements on the Award, shares of Common Stock acquired pursuant to the Award, and the Grantee’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan. Without limiting the generality of the foregoing, the Company may require the Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

7. Non-solicitation, Non-competition and Compliance with Agreements. During the Grantee’s employment with the Company or any Affiliate, and for the one-year period following the Grantee’s Termination of Employment (the “Restriction Period”), the Grantee will not, without prior written approval from the Senior Human Resources Manager of the Grantee’s Company business segment, or if the Grantee is an “officer”
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pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder by the Securities and Exchange Commission (a “Section 16 Officer”), the Committee: (a) whether on his or her own behalf or in conjunction with any other person or third party, directly or indirectly solicit or encourage any person who is a Lead Professional Band or higher employee of the Company or any Affiliate (a “Restricted Person”) to terminate his or her employment relationship with, or accept any other employment outside of, the Company and the Affiliates; (b) directly hire, or recommend or cause to be hired by an entity for which the Grantee works, or with which the Grantee is otherwise associated or owns more than a 1% ownership interest, any person who is, or was within one year before or after the Grantee’s Termination of Employment, a Restricted Person (this restriction does not apply where legally impermissible, such as California); or (c) provide any non-public information regarding any Restricted Person, including, but not limited to, compensation data, performance evaluations, skill sets or qualifications, etc., to any external person in connection with employment outside the Company and the Affiliates, including, but not limited to, recruiters and prospective employers. The above restrictions do not apply once a Restricted Person has been formally notified of his or her impending layoff from the Company or any Affiliate.

In addition, the Grantee agrees that during the Restriction Period, the Grantee will not, without prior written approval from the Senior Human Resources Manager of the Grantee’s Company business segment, or if the Grantee is a Section 16 Officer, the Committee, whether directly or indirectly, perform activities or services in the Restricted Area for any Competitive Company which: (a) are similar in nature to the activities and services the Grantee performed for the Company or any Affiliate (or gained confidential information about, as described in the Employee Innovation and Proprietary Information Agreement or similar agreement with the Company, or “EIPIA”) during the last two years of Grantee’s employment; and/or (b) will include Grantee working on products or services that are competitive with the products or services the Grantee worked on during the last two years of Grantee’s employment with the Company or any Affiliate. The term “Competitive Company” means any company or other third party that provides products and services that are competitive with the Company or any Affiliate. The term “Restricted Area” means the country in which the Grantee is based. Grantee agrees that the foregoing Restriction Period and Restricted Area are reasonable and appropriate to protect the Company’s legitimate business interests and goodwill because (i) the Company or any Affiliate has material business operations in the Restricted Area as of the Grantee’s Termination of Employment and (ii) the Grantee has provided services in, had a material presence or influence in, and/or has received confidential information about (as described in the EIPIA) the Restricted Area during the last two years of the Grantee’s employment with the Company or any Affiliate. The foregoing restrictions do not apply where legally impermissible (such as California). To the extent the Grantee is
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subject to an existing non-competition agreement with the Company or any Affiliate (the “Prior Agreement”), the Prior Agreement shall be incorporated herein by reference and the Prior Agreement and this Grant Agreement shall be read together; provided, however, that where the provisions are inconsistent, the more restrictive covenant shall apply.

Furthermore, during the Grantee’s employment with the Company or any Affiliate, and for all periods thereafter, the Grantee will not breach his or her EIPIA or otherwise disclose the Company’s or any Affiliate’s non-public information.

The Grantee agrees that any breach by him or her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and the Affiliates for which money damages may not be an adequate remedy. Accordingly, the Grantee agrees that the Company and the Affiliates will be entitled to an injunction and/or other equitable relief, without the necessity of posting security, to prevent the breach of such obligations. The Grantee also agrees to indemnify and hold the Company and the Affiliates harmless from any loss, claim or damages, including, without limitation, all reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under this Grant Agreement, as well as to repay any payments made hereunder (regardless of whether the RSUs are vested), except to the extent that such reimbursement is prohibited by law.

The Grantee agrees that the payment and benefits provided for in the Grant Agreement constitute fair and reasonable consideration for Grantee’s compliance with Section 7 of this Grant Agreement.

8. Alteration/Termination. Under the express terms of this Grant Agreement, the Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any RSUs without the consent of the Grantee. Furthermore, if the Company determines in its sole discretion that the Grantee has engaged in conduct that (a) constitutes a breach of this Grant Agreement or any confidentiality, non-solicitation, or non-competition agreement with the Company or any Affiliate, applicable to the Grantee (including, for the avoidance of doubt, the covenants contained in Section 7 of this Grant Agreement), (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or any Affiliate or (c) occurred prior to the Grantee’s Termination of Employment and would give rise to a Termination of Employment for Cause (regardless of whether such conduct is discovered before or after the Grantee’s Termination of Employment), any outstanding RSUs shall be cancelled immediately. Notwithstanding Section XXI of the Plan, the Company may not recover any shares of Common Stock previously issued upon the vesting of the RSUs even if the provisions of Section XXI would otherwise permit the Company to do so

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The Grantee agrees that the Company may take any such actions as are necessary to effectuate applicable law without further consent or action being required by the Grantee, including issuing instructions to any Third-Party Administrator to (i) hold the Grantee’s shares of Common Stock and other amounts acquired under the Plan and/or (ii) reconvey, transfer, or otherwise return such shares of Common Stock and other assets to the Company. Also, the RSUs shall be null and void to the extent the grant of the RSUs or the vesting thereof is prohibited under the laws of the country of residence of the Grantee.

For the avoidance of doubt, nothing in this Grant Agreement or elsewhere prohibits or restricts the Grantee from communicating with, or voluntarily providing information the Grantee believes indicates possible or actual violations of  law to, any local, state or federal government agency (including but not limited to the Securities and Exchange Commission), any legislative body, law enforcement, or any self-regulatory organization, or from making any other disclosures that are statutorily protected by the law of the state in which the Grantee primarily resides.

9. Plan Terms and Definitions. Except to the extent that the context clearly provides otherwise, all terms used in this Grant Agreement have the same meaning as given such terms in the Plan. This Grant Agreement is subject to the terms and provisions of the Plan, which are incorporated by reference. In the event of any conflict between the provisions of this Grant Agreement and those of the Plan, the provisions of the Plan shall control.

As used in the Plan and this Grant Agreement, the following terms shall have the meanings set forth below:

a.“Cause” shall have the meaning set forth in an offer letter, employment agreement, or other agreement between the Grantee and the Company that defines “Cause”, provided that if no such agreement or no such definition exists, then “Cause” means, as determined in the sole discretion of the Committee, the Grantee’s: (i) breach of any confidentiality, non-solicitation or non-competition agreement with the Company or any Affiliate, applicable to the Grantee, or breach of a material term of any other agreement between the Grantee and the Company or any Affiliate; (ii) engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or any Affiliate; (iii) commission of an act of dishonesty, fraud, embezzlement or theft; (iv) conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or (v) failure to comply with the Company’s or any Affiliate’s policies and procedures, including but not limited to the Company’s code of conduct. The Grantee’s employment or service will be deemed to have been terminated for Cause if the Committee determines subsequent to such termination that Cause existed at the time of such termination.

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b.“Change in Control” means the occurrence of any one of the following events:
(i)a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby a Person directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 50% or more of either (A) the then-outstanding shares of Common Stock (the “Outstanding Shares”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”);
(ii)the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the Company’s assets (a “Business Combination”), unless following such Business Combination all or substantially all of the beneficial owners of the Outstanding Shares or Outstanding Voting Securities immediately prior to the Business Combination beneficially own (directly or indirectly) more than 50% of the then-outstanding shares of common stock or combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from the business combination (including an entity that as a result of the Business Combination owns (directly or indirectly) the Company or all or substantially all of the Company’s assets in substantially the same proportions as their ownership immediately prior to the Business Combination.
For the avoidance of doubt, a public offering, internal restructuring or transfer of Common Stock or assets to any Affiliate will not be treated as a Change in Control.

10. Interpretation and Construction. This Grant Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including correction of any defect or omission and reconciliation of any inconsistency) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Grant Agreement shall be made in the Committee’s sole discretion. Determinations made under this Grant Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.

11. Severability. The invalidity or unenforceability of any provision of the Plan or this Grant Agreement will not affect the validity or enforceability of any other provision of the
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Plan or this Grant Agreement, and each provision of the Plan and this Grant Agreement will be severable and enforceable to the extent permitted by law.

12. Shareholder Rights. The Grantee shall not have any voting or other shareholder rights unless and until shares of Common Stock are actually delivered to the Grantee.

13. No Employment Rights. The grant of the Award described in this Grant Agreement does not give the Grantee any rights in respect of employment with the Company or any Affiliate.

14. Discretionary Award, Extraordinary Benefit. Awards under the Plan are granted to employees of the Company and the Affiliates in the Committee’s sole discretion. The Award described in this Grant Agreement is a one-time benefit and does not create any contractual or other right to receive other Awards under the Plan or other benefits in lieu thereof. Future grants, if any, will be at the sole discretion of the Committee. The Grantee’s participation in the Plan is voluntary. This Award (and each other Award, if any, granted under the Plan) constitutes an extraordinary item of compensation and is not part of the Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, or other benefit rights (unless otherwise expressly provided in an applicable benefit plan).

15. No Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except by will or by laws of descent and distribution or to the extent expressly permitted by the Plan.

16. Successors and Assigns. The Company may assign any of its rights under this Grant Agreement. This Grant Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Grant Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors or administrators.

17. Section 409A. To the extent applicable, this Grant Agreement shall be construed and administered consistently with the intent to comply with or be exempt from the requirements of Section 409A of the Code and any state law of similar effect (i.e., applying the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4) and/or another exemption). Where the Grant Agreement specifies a window during which a payment may be made, the payment date within such window shall be determined by the Company in its sole discretion.

18. Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the RSUs. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee. By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read
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this Grant Agreement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.

19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

20. Global Addendum. Notwithstanding any provisions in this document to the contrary, the RSUs will also be subject to the special terms and conditions set forth on Appendix B for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on Appendix B as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix B constitutes part of this Grant Agreement.
9
EX-10.32 6 gevform10k2025-ex1032.htm EX-10.32 Document
Exhibit 10.32
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Steven Baert
Chief People Officer
GE Vernova Inc.


This letter is provided in English for convenience. A French version will be provided separately. In the event of any discrepancy, the French version shall prevail.

To: Philippe Piron
Date: January 16, 2026

Dear Philippe,

I am writing to you in connection with your designation by the Board of Directors of GE Vernova Inc. (“Company”) as an ”executive officer” of the Company for purposes of Item 401(b) of Regulation S-K and as that term is defined Rule 3b-7 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and an “officer” of the Company for purposes of Section 16 of the Act. These designations are in addition to, and separate from, your existing positions as the CEO of the Company’s Electrification Systems business with its Electrification segment and President and CEO of GE Energy Power Conversion Group s.a.s. (as set out in your original employment agreement signed on 19 September 2020 with GE Energy Power Conversion Group s.a.s. the “Employment Contract”). Your current terms and conditions of employment continue to apply. For clarity, some key terms related to your financial compensation are set out below.
Salary:
A gross monthly salary of 70,833.33 Euros, payable in 12 equal monthly installments.
 Annual Incentive Plan (“AIP”):
You are eligible to participate in our discretionary AIP, subject to the terms of the plan as in place from time to time. For 2026, your AIP Individual Target (as defined in the AIP) is 100% of your base salary. Payments are made in the Company’s discretion and are typically based on business performance and individual performance, in each case including risk management and compliance.
Annual Long-Term Incentive Grant:

The target grant value of your next annual equity award is expected to be $2,500,000 (US Dollars). This award is expected to be granted in 2026 under, and subject to the terms of, the Company’s 2024 Long-Term Incentive Plan (“LTIP”). LTIP awards are typically granted in March each year, with the award type and terms determined by and subject to the approval of the Compensation and Human Capital Committee of the Company’s Board of Directors (the “Committee”).

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Steven Baert
Chief People Officer
GE Vernova Inc.


Severance:
You will be entitled to receive severance commensurate with that paid to eligible executives who report to the CEO of the Company, meaning that in the case of a Qualifying Termination (as defined in the Plan), you will receive a gross cash payment equivalent to 1.5 x the aggregate of (i) your annual base pay, and (ii) your annual target bonus 18 months of your base salary. Additionally, you will receive a lump sum cash payment equal to a pro-rated bonus amount calculated based on actual performance during the year of termination.
Benefits
You are also eligible to participate in the Company’s benefit plans, including:
•Due to multi-country tax complexities, you are entitled to reimbursement of up to $65,000 (US dollars) annually for financial planning services;
•The standard benefits in France as they relate to a car or transportation allowance, as are in place from time to time; and
•Any other perquisites approved by the Committee for the Company’s senior executives, including executive officers.

All aspects of these and other benefits are governed by the terms of the applicable plan or program as in place from time to time, which you understand may be changed by the Company at any time without advance notice.
Restrictive Covenants. As you are aware, under the terms of the GE Vernova Long Term Incentive Plan in which you participate, you are subject to certain post termination non-solicitation and non-competition restrictions which are considered appropriate and necessary taking into account the seniority of your roles and the scope of your duties. For the sake of good order, I attach a French language version of those restrictions, refined as necessary to ensure compliance with local laws, and now including additional compensation for you in respect of the period during which the restrictions apply. I would be grateful if you could sign and return the attached document to me so that we have a fully executed version on record.
Confidentiality. You acknowledge that you will have access to and become acquainted with proprietary and confidential information, which may include trade secrets, regarding the Company, its affiliates and its customers that constitutes a valuable asset of the Company and that is not available to the public. You agree that you will not use or disclose that confidential information, either during or after the termination of your employment, for any reason other than in the performance of your job and for the benefit of the Company and its affiliates. You have signed the company’s Employee Invention and Proprietary Information Agreement as part
Page 2 of 6

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Steven Baert
Chief People Officer
GE Vernova Inc.


of the on-boarding process and abide by the terms of that Agreement. Notwithstanding the foregoing, nothing herein prohibits or restricts you from communicating with government or regulatory entities, legislative entities, or self-regulatory organizations without notice to or approval from the Company about possible violations of law.


Except to the extent they are inconsistent with the terms set put above (in which case the above terms will prevail) all other terms and conditions of your employment remain as stated in the Employment Contract.
Philippe, if you have any questions, please feel free to contact me.

Sincerely,
/s/ Steven Baert
Steven Baert

Please signify your agreement to this letter and the Annex attached hereto:


/s/ Philippe Piron        January 16, 2026    
Signature        Date



Page 3 of 6

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Steven Baert
Chief People Officer
GE Vernova Inc.



Le présent avenant au contrat de travail du 19 septembre 2020 définit les clauses restrictives applicables compte tenu de vos fonctionelles actuelles de Chief Executive Officer d'Electrification Systems et de Président & CEO de GE Power Conversion Group s.a.s. au sein du Groupe GE Vernova.



Article unique – Clauses restrictives

Vous reconnaissez que votre position au sein de la Société et du Groupe GE Vernova, notamment en qualité de Chief Executive Officer d’Electrification Systems et de Président & CEO de GE Energy Power Conversion Group s.a.s. vous donne accès et vous fait bénéficier d’informations confidentielles importantes pour l’activité de la Société et le groupe GE Vernova et vous permet notamment d’avoir une influence sur ses clients et partenaires commerciaux. Vous vous engagez envers la Société et le groupe GE Vernova de la façon suivante :

Clause de non-concurrence

Compte tenu de vos fonctions susmentionnées, vous vous engagez à ne pas :
– entrer, à quelque titre que ce soit, au service d'une entreprise ou d'une activité concurrente de toute société ou activité du groupe GE Vernova à l'égard de laquelle, au cours des 24 mois précédant la cessation de votre contrat de travail, (i) vous avez été impliqué de manière significative ou (ii) vous avez eu accès à des informations confidentielles relatives à cette activité, ses fournisseurs et/ou ses clients ;
- vous intéresser directement ou indirectement à une entreprise ou activité concurrente de toute société ou activité du groupe GE Vernova dans les conditions définies ci-dessus, à quelque titre ou de quelque manière que ce soit et, notamment, en tant que travailleur non salarié, entrepreneur individuel, associé, mandataire social, actionnaire, etc.
- réaliser une action de démarchage portant directement ou indirectement sur la clientèle de toute société du groupe GE Vernova avec laquelle, au cours des 24 mois précédant la cessation de votre contrat de travail, vous étiez activement impliqué ou vous avez eu accès à des informations confidentielles ;
– réaliser une action visant le détournement de la clientèle de toute société du groupe GE Vernova dans les mêmes conditions, sous peine de vous exposer aux sanctions prévues par la législation en matière de concurrence déloyale.
Page 4 of 6

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Steven Baert
Chief People Officer
GE Vernova Inc.



La présente interdiction s’applique :
- pendant la durée de votre contrat de travail, et pendant une période de 12 mois à compter de la date effective de départ de la Société (date de fin de préavis si vous effectuez votre préavis ou date de notification de la rupture en cas de dispense de préavis). Conformément à la convention collective applicable, cette période initiale d’interdiction pourra faire l’objet d’un renouvellement, pour une durée totale n’excédant pas deux ans, par accord exprès entre les parties qui devra intervenir avant le terme de la période initiale
- au secteur géographique suivant : à l'échelle mondiale, dans tous les pays où le groupe GE Vernova exerce ou a exercé des activités au cours des 24 mois précédant la cessation de votre contrat de travail.

Pendant toute la durée des obligations de non-concurrence et de non-sollicitation prévues ci-dessus, vous percevrez une contrepartie financière d’un montant brute égal à 50% de votre salaire annuel.

La Société se réserve toutefois le droit de vous libérer de la présente obligation de non-concurrence conformément aux dispositions de la convention collective applicable dans un délai 8 jours calendaires à compter de la notification de la rupture du contrat de travail quel que soit l’auteur de cette notification. Dans cette hypothèse, la contrepartie financière prévue ci-dessus ne sera pas due.

Obligation de non-débauchage des salariés

Vous vous engagez pendant la durée de votre contrat de travail et pour une durée de 12 mois suivant la fin effective de votre contrat et quel que soit le motif de votre départ, à vous abstenir, sauf accord préalable et écrit de la Société de :

- faire ou tenter de faire une proposition d'embauche et/ou d'inciter directement ou indirectement un autre salarié de toute société du groupe GE Vernova avec lequel vous aurez été en relation dans le cadre de vos fonctions à quitter son emploi au sein de la Société ou au sein de l’une des sociétés du groupe GE Vernova, que ce départ constitue ou non un départ à l’initiative du salarié débauché, et que ce soit pour votre propre compte ou pour le compte de ou en collaboration avec un tiers,
- employer directement ou recommander ou être à l'origine du recrutement d'un salarié ou d'un mandataire social de toute société du groupe GE Vernova dont le départ, vu
Page 5 of 6

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Steven Baert
Chief People Officer
GE Vernova Inc.


son ancienneté, son expertise et ses relations avec les clients, porterait préjudice à la Société ou à toute entité du groupe GE Vernova.

Sans préjudice de vos obligations de confidentialité à l’égard de la Société ou du groupe GE Vernova, vous vous engagez également à vous abstenir dans les mêmes conditions, de divulguer à un tiers (notamment, et sans que cette liste soit exhaustive, à toute entreprise commerciale ou cabinet de recrutement) des informations non-publiques et des données personnelles (telles que notamment les évaluations de performance, qualifications, expériences, …) concernant un salarié de la Société ou de GE Vernova avec lequel vous aurez été en relation dans le cadre de vos fonctions.

STEVEN BAERT, CHIEF PEOPLE OFFICER, GE VERNOVA

/s/ Steven Baert            
Signature        Date

Je déclare avoir pris connaissance des conditions ci-dessus et les accepte

PHILIPPE PIRON

/s/ Philippe Piron        16 January 2026    
Signature        Date

Page 6 of 6
EX-10.33 7 gevform10k2025-ex1033.htm EX-10.33 Document
Exhibit 10.33
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Scott Strazik
Chief Executive Officer
GE Vernova Inc.

To: Eric Gray

January 21st, 2026

Dear Eric,
We are pleased to offer you promotion to the position of Chief Executive Officer, Power Segment, of GE Vernova Inc. (the “Company”), effective as of January 19, 2026. This position will be based in Atlanta, GA, and will report to me directly. The terms of our offer are below. If this offer is accepted, the terms of your employment shall be amended as set out below.
Salary:     $850,000 (US dollars) paid bi-weekly – using 52.1667 weeks/year
Annual Incentive Plan (“AIP”): You will continue to be eligible to participate in our discretionary AIP, subject to the terms of the plan as in place from time to time. For 2026, your AIP Individual Target (as defined in the AIP) will be 100% of your base salary. Payments are made in the Company’s discretion and are typically based on business performance and individual performance, in each case including risk management and compliance.
Annual Long-Term Incentive Grant: The target grant value of your next annual equity award is expected to be $3,000,000. This award is expected to be granted in 2026 under, and subject to the terms of the Company’s 2024 Long-Term Incentive Plan (“LTIP”). LTIP awards are typically granted in March each year, with the award type and terms determined by and subject to the approval of the Compensation and Human Capital Committee of the Company’s Board of Directors.
Benefits:    You will also continue to be eligible to participate in the Company’s benefit plans, including:
•Reimbursement of up to $4,000 (US dollars) annually for physical health examinations.
•Reimbursement of up to $15,000 (US dollars) annually for financial planning services.
    All aspects of these and other benefits will be governed by the terms of the applicable plan or program as in place from time to time.
Restrictive Covenants. For the avoidance of doubt, the post termination restrictive covenants to which you are already subject shall remain in full force and effect and are unaffected by the terms of this offer.
Page 1 of 2

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Scott Strazik
Chief Executive Officer
GE Vernova Inc.



Confidentiality. You acknowledge that you will have access to and become acquainted with proprietary and confidential information, which may include trade secrets, regarding the Company, its affiliates and its customers that constitutes a valuable asset of the Company and that is not available to the public. You agree that you will not use or disclose that confidential information, either during or after the termination of your employment, for any reason other than in the performance of your job and for the benefit of the Company and its affiliates. You further agree that the Employee Invention and Proprietary Information Agreement previously entered into by you, remains in full force and effect and is unaltered by the terms of this offer and that you will continue to abide by the terms of that agreement. Notwithstanding the foregoing, nothing herein prohibits or restricts you from communicating with government or regulatory entities, legislative entities, or self-regulatory organizations without notice to or approval from the Company about possible violations of law.
Except as set out above, your terms and conditions of employment are unaffected by this offer.
Please note, this offer is contingent upon:
•you having the right to work in the United States;
•you successfully passing the Company’s background checks;
•there being no legal reason you cannot take up this offer of employment; and
•your agreement to the conditions of employment described in the company's "Acknowledgement of Conditions of Employment". Your acknowledgment of this document and all required documentation will be collected electronically through the GE Vernova Hire onboarding tool. More information on how to access this tool will be provided shortly. Nothing in this letter constitutes or creates a contract of employment.
Eric, we are incredibly excited about your future with the Company. We look forward to your acceptance of this offer and response by email.
If you have any questions, please feel free to contact me.

Sincerely,
/s/ Scott Strazik     
Scott Strazik

Please signify your acceptance of this offer letter:

/s/ Eric D. Gray______________                        1-22-26__________________
Signature                                Date
Page 2 of 2
EX-10.34 8 gevform10k2025-ex1034.htm EX-10.34 Document

Exhibit 10.34


ACUERDO DE EXTINCIÓN POR MUTUO ACUERDO Y LIQUIDACIÓN
MUTUAL TERMINATION AGREEMENT AND FINAL PAYMENT
En Madrid, a __20__ de _Enero___________ de 2026
Madrid, ___January 20_________ ____, 2026
De una parte, Dña Monica Fernandez Gil, con D.N.I. número 53.439.435-Q, actuando en nombre y representación de GENERAL ELECTRIC GLOBAL SERVICES GMBH con domicilio social en Osiris 11,13 y 15, 28037 de Madrid (en adelante la “Compañía”).
On the one side, Mrs. Monica Fernandez Gil (Número de DNI: 53.439.435-Q) acting on behalf of GENERAL ELECTRIC GLOBAL SERVICES GMBH, with legal address in Osiris 11,13 y 15, 28037 de Madrid, (hereinafter the “Company”).
De otra parte, MARÍA VICTORIA ZINGONI, mayor de edad, con Número de DNI: 51.753.074-S, con domicilio en with legal address in C/ Cambrils 17, 28034, Madrid, Spain, actuando en su propio nombre y Derecho (en adelante, “Mavi Zingoni”).
On the other side, MARÍA VICTORIA ZINGONI, of legal age, with DNI: 51.753.074-S, with domicile in C/ Cambrils 17, 28034, Madrid, Spain, acting on her own behalf (hereinafter, “Mavi Zingoni”)
En lo sucesivo y a los efectos de lo dispuesto en este acuerdo, salvo que las partes sean designadas de forma individual, la Compañía y Mavi Zingoni se designarán conjuntamente como las “Partes”.
Hereinafter, and for the purposes of this agreement, unless they are referred to individually, the Company and Mavi Zingoni will be jointly referred to as the “Parties”.
Las Partes declaran y se reconocen recíprocamente capacidad suficiente para suscribir el presente acuerdo y
The Parties declare to have, and recognize each other’s legal capacity to enter into this agreement.
Tras la solicitud de Mavi Zingoni de abandonar la Compañía por motivos personales, las Partes han acordado extinguir su empleo por mutuo acuerdo en los términos que se establecen a continuación.
Following a request from Mavi Zingoni to leave the Company for personal reasons, the Parties have agreed to terminate her employment by mutual agreement on the terms set out below.
EXPONEN
WHEREAS
I.    A los efectos del presente acuerdo, se entiende por “Grupo GE Vernova” a GE Vernova Inc y toda compañía que sea una filial o afiliada de GE Vernova Inc. Igualmente, se entiende por “Grupo GE” a General Electric Company y toda compañía que sea una filial o afiliada de General Electric Company en cualquier momento antes de la separación de GE Vernova de General Electric Company el 2 de abril de 2024.
I.    For the purposes of this agreement, “GE Vernova Group” means GE Vernova Inc and any company that is a subsidiary or affiliate of GE Vernova Inc. Likewise, “GE Group” means the General Electric Company and any company that was a subsidiary or affiliate of the General Electric Company at any time prior to the separation of GE Vernova from the General Electric Company on 2 April 2024

II.    A los efectos del presente acuerdo, se entienden como “Partes Exoneradas” todas las sociedades matrices, filiales y afiliadas de la Compañía, de GE Vernova Inc, así como el resto de entidades del Grupo GE Vernova y del Grupo GE a fecha de este acuerdo, incluidos los miembros de sus órganos de administración, directivos, ejecutivos, agentes y/o empleados.
II.    For the purposes of this agreement, “Released Parties” means all parent companies, subsidiaries and affiliates of the Company, GE Vernova Inc., as well as all other entities of the GE Vernova Group and the GE Group as at the date of this agreement, including members of their management bodies, directors, officers, agents and/or employees.
III.    Mavi Zingoni declara que a fecha del presente, no ha iniciado ninguna acción ni ha presentado ninguna reclamación contra la Compañía ni contra ninguna de las Partes Exoneradas.
III.    Mavi Zingoni declares that as of the date of this document, she has not initiated any action nor has filed any claim against the Company nor against any of the Released Parties.
IV.    Mavi Zingoni comenzó a prestar servicios para la Compañía el día 1 de enero de 2023 bajo una relación laboral ordinaria indefinida, desempeñando actualmente la posición de Group Vice President, – Power Segment CEO (en adelante, la “Relación Contractual”).
IV.    Mavi Zingoni started rendering services for the Company on 1 January 2023, by means of an ordinary indefinite labour relationship, currently performing the position of Group Vice President, Power Segment CEO (hereinafter, the “Contractual Relationship”).
V.    Mavi Zingoni participa en el Plan de Incentivos a Largo Plazo (LTI) del Grupo GE Vernova. A fecha del presente, los planes concretos con concesiones de Restricted Shares Units (“RSUs”), Performance Shares Units (“PSUs”) y Stock Options (“Stock Options”) que no se han devengado son los siguientes:
V.    Mavi Zingoni participates in the Long Term Incentive Plan (LTI) of GE Vernova Group. As of the date hereof, the concrete plans with units of Restricted Shares Units (“RSUs”), Performance Shares Units (“PSUs”) and Stock Options (“Stock Options”) which have not vested are the following:
    Concesión de RSUs de 9 de febrero de 2023 del plan GE 2022 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 26.955 RSUs.
    RSUs Grant of 9 February 2023 of the GE 2022 Long-Term Incentive Plan. Units vesting prior to 30 June 2026: 26,955 RSUs.
    Concesión de RSUs de 1 de marzo de 2023 del plan GE 2022 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 6.747 RSUs.
    RSUs Grant of 1 March 2023 of the GE 2022 Long-Term Incentive Plan. Units vesting prior to 30 June 2026: 6,747 RSUs.
    Concesión de PSUs de 1 de marzo de 2023 del plan GE 2022 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 18.191 PSUs.
    PSUs Grant of 1 March 2023 of the GE 2022 Long-Term Incentive Plan. Units prior to 30 June 2026: 18,191 PSUs.
    Concesión de RSUs de 16 de mayo de 2024 del plan GE Vernova Inc. 2024 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 1.778 RSUs. Unidades con fecha teórica de devengo posterior al 30 de junio de 2026: 1.832 RSUs.
    RSUs Grant of 16 May 2024 of the GE Vernova Inc. 2024 Long-Term Incentive Plan. Units vesting prior to 30 June 2026: 1,778 RSUs. Units with theoretical vesting date beyond 30 June 2026: 1,832 RSUs.
2


    Concesión de Stock Options de 16 de mayo de 2024 del plan GE Vernova Inc. 2024 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 2.573 Stock Options. Unidades con fecha teórica de devengo posterior al 30 de junio de 2026: 2.651 Stock Options.
    Stock Options Grant of 16 May 2024 of the GE Vernova Inc. 2024 Long-Term Incentive Plan. Units vesting prior to 30 June 2026: 2,573 Stock Options. Units with theoretical vesting date beyond 30 June 2026: 2,651 Stock Options.
    Concesión de PSUs de 16 de mayo de 2024 del plan GE Vernova Inc. 2024 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 0 PSUs. Unidades con fecha teórica de devengo posterior al 30 de junio de 2026: 8.980 PSUs.
    PSUs Grant of 16 May 2024 of the GE Vernova Inc. 2024 Long-Term Incentive Plan. Units vesting prior to 30 June 2026: 0 PSUs. Units with theoretical vesting date beyond 30 June 2026: 8,980 PSUs.
    Concesión de Stock Options Founder de 3 de junio de 2024 del plan GE Vernova Inc. 2024 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 0 Stock Options. Unidades con fecha teórica de devengo posterior al 30 de junio de 2026: 14.161 Stock Options.
    Stock Options Founder Grant of 3 June 2024 of the GE Vernova Inc. 2024 Long-Term Incentive Plan. Units vesting prior to 30 June 2026: 0 Stock Options. Units with theoretical vesting date beyond 30 June 2026: 14,161 Stock Options.
    Concesión de RSUs de 28 de febrero de 2025 del plan GE Vernova Inc. 2024 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 690 RSUs. Unidades con fecha teórica de devengo posterior al 30 de junio de 2026: 1.403 RSUs.
    RSUs Grant of 28 February 2025 of the GE Vernova Inc. 2024 Long-Term Incentive Plan. Units vesting prior to 30 June 2026: 690 RSUs. Units with theoretical vesting date beyond 30 June 2026: 1,403 RSUs.
    Concesión de Stock Options de 28 de febrero de 2025 del plan GE Vernova Inc. 2024 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 1.343 Stock Options. Unidades con fecha teórica de devengo posterior al 30 de junio de 2026: 2.727 Stock Options.
    Stock Options Grant of 28 February 2025 of the GE Vernova Inc. 2024 Long-Term Incentive Plan. Units vesting prior to 30 June 2026: 1,343 Stock Options. Units with theoretical vesting date beyond 30 June 2026: 2,727 Stock Options.
    Concesión de PSUs de 28 de febrero de 2025 del plan GE Vernova Inc. 2024 Long-Term Incentive Plan. Unidades con devengo anterior al 30 de junio de 2026: 0 PSUs. Unidades con fecha teórica de devengo posterior al 30 de junio de 2026: 3.488 PSUs.
    PSUs Grant of 28 February 2025 of the GE Vernova Inc. 2024 Long-Term Incentive Plan. Units vesting prior to 30 June 2026: 0 PSUs. Units with theoretical vesting date beyond 30 June 2026: 3,488 PSUs.
3


En adelante, las concesiones indicadas de RSUs, PSUs y Stock Options Unidades con devengo anterior al 30 de junio de 2026 se referirán conjuntamente como “June 2026 Unvested Units”. En adelante, las concesiones indicadas de RSUs, PSUs y Stock Options con fecha teórica de devengo posterior al 30 de junio de 2026 se referirán conjuntamente como “Non-Vesting Units”. En adelante, las June 2026 Unvested Units y las Non-Vesting Units se referirán conjuntamente como las “Total Units”.
Hereinafter, the indicated grants of RSUs, PSUs and Stock Options vesting prior to 30 June 2026 will be jointly referred to as “June 2026 Unvested Units”. Hereinafter, the indicated grants of RSUs, PSUs and Stock Options with theoretical vesting date beyond 30 June 2026 will be jointly referred to as “Non-Vesting Units”. Hereinafter, the June 2026 Unvested Units and the Non-Vesting Units will be jointly referred to as the “Total Units”.
Mavi Zingoni declara que, salvo por las Total Units, (i) Mavi Zingoni no participa en ningún otro plan de incentivos a largo plazo o similar del Grupo GE Vernova ni del Grupo GE, y (ii) que no tienen pendientes de devengo ninguna otra concesión de RSUs, PSUs, Stock Options o similar distinta de las señaladas como Total Units, y ello sin perjuicio de que existan otras RSUs, PSUs o Stock Options distintas que ya se hayan devengado pero que estén pendientes de ejercitar (venta) por parte de Mavi Zingoni.
Mavi Zingoni declares that, except for the Total Units, (i) Mavi Zingoni does not participate in any other Long-Term Incentive Plan or similar incentives plans of the GE Vernova Group nor of the GE Group, and (ii) that she has no other RSUs, PSUs, Stock Options or similar awards pending vesting other than those referred as Total Units, and this without prejudice of other different RSUs, PSUs or Stock Options that have already vested but which are pending exercise (Sale) by Mavi Zingoni.
VI.    Tras la solicitud de Mavi Zingoni de abandonar la Compañía por motivos personales, ambas Partes han acordado extinguir la Relación Contractual de mutuo acuerdo y regular los términos y condiciones de dicha extinción, para lo cual celebran el presente Acuerdo de Extinción por Mutuo Acuerdo y Liquidación (en adelante, el “Acuerdo”, conforme a las siguientes
VI.    Following a request from Mavi Zingoni to leave the Company for personal reasons, both Parties have agreed to terminate the Contractual Relationship by mutual agreement and to regulate the terms and conditions of said termination, for which they enter into this Mutual Termination Agreement and Final Payment of the Contractual Relationship (hereinafter, the “Agreement”), in accordance with the following
 
CLÁUSULAS

CLAUSES
1.    Extinción por mutuo acuerdo de la Relación Contractual y cualesquiera otras relaciones
1.    Termination by mutual agreement of the Contractual Relationship and of any other relationship whatsoever
1.1.    Mediante la firma del presente Acuerdo, las Partes confirman la extinción por mutuo acuerdo de la Relación Contractual que les unía así como de cualesquiera otras relaciones de cualquier naturaleza que pudieran existir y/o haber existido entre las Partes y/o respecto a las Partes Exoneradas.
1.1.    By signing this Agreement, the Parties confirm the termination by mutual agreement of the Contractual Relationship they had and of any other relationship of whatsoever nature that may exist and/or may have existed between the Parties and/or with respect to the Released Parties.
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1.2.    Las Partes acuerdan que la fecha de efectos de la extinción antedicha será el 30 de Junio de 2026 (en adelante, la “Fecha Efectiva de Extinción”). La extinción tiene lugar sin necesidad de mayor formalidad, ratificación o notificación adicional por ninguna de las Partes y extinguirá cualquier relación de cualquier naturaleza existente entre las Partes (incluida la Relación Contractual) y/o que hubiera podido existir respecto a las Partes Exoneradas.
1.2.    The Parties agree that the effective date for the above referred termination will be 30 June 2026 (hereinafter the “Effective Termination Date”). Termination takes place without further formality, ratification or additional notice by either Party and shall terminate any relationship of any nature existing between the Parties (including the Contractual Relationship) and/or that may have existed with respect to the Released Parties.
1.3.    Las Partes asimismo acuerdan que durante la semana que comienza el 19 de enero de 2026, Mavi Zingoni dimitirá formalmente de su cargo como CEO de GE Vernova Power Segment y será sustituida en este cargo por un sucesor designado por la Compañía (el “Sucesor”). Posteriormente y durante el periodo hasta la Fecha Efectiva de Extinción:    
1.3.    The Parties further agree that during the week commencing 19 January 2026 Mavi Zingoni will formally step down from her role as the CEO of the GE Vernova Power Segment and be replaced in this role by a successor as nominated by the Company (the “Successor”). Thereafter, and for the period up to the Effective Termination Date:
1.3.1.    Las responsabilidades laborales de Mavi Zingoni serán (i) garantizar el traspaso efectivo de sus funciones del día a día al Sucesor; y (ii) asesorar al CEO de GE Vernova y al Sucesor;
1.3.1.    Mavi Zingoni’s work responsibilities shall be (i) ensuring the effective handover of her day to day duties to the Successor; and (ii) advisor to the CEO of GE Vernova and the Successor;
1.3.2.    Salvo que ello sea necesario para desempeñar las funciones mencionadas anteriormente, Mavi Zingoni no tendrá que acudir a la oficina siempre y cuando se encuentre localizable y pueda, con un preaviso razonable, acudir al trabajo o a las llamadas / reuniones a las que se le convoque, ni tendrá que realizar viajes al extranjero, salvo que medie mutuo acuerdo;
1.3.2.    Save as required to discharge the duties referred to above, Mavi Zingoni will not be required to attend the office provided that she is readily contactable and able on reasonable notice to attend work or to those calls / meetings which she is called to attend, nor shall she be required to undertake overseas travel save by mutual agreement;
1.3.3.    Mavi Zingoni seguirá recibiendo soporte de un asistente administrativo;
1.3.3.    Mavi Zingoni shall continue to receive support from an administrative assistant;
1.3.4.    Mavi Zingoni se inscribirá en un programa de formación sobre Inteligencia Artificial MIT para ejecutivos, cuyos gastos serán abonados por la Compañía, siempre y cuando tanto el contenido como el coste de dicho programa hayan sido previamente aprobados por Steven Baert, Chief People Office of GE Vernova; y
1.3.4.    Mavi Zingoni shall enroll at an MIT Artificial Intelligence training course for Executives the fees for which shall be paid by the Company providing both the content and the cost of such course have been approved in advance by Steven Baert, Chief People Officer of GE Vernova; and
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1.3.5.    Mavi Zingoni seguirá estando sujeta a los términos del contrato de trabajo firmado por ella el 23 de septiembre de 2022 (el “Contrato”) y seguirá manteniendo las obligaciones para con la Compañía acordes con su cargo de directiva, incluidas, entre otras, sus obligaciones de fidelidad y confidencialidad.
1.3.5.    Mavi Zingoni shall continue to be bound by the terms of the employment contract signed by her on 23 September 2022 (the “Contract”), and continue to owe the Company duties commensurate with her position as a senior employee including, but not limited to, her duties of fidelity and confidentiality.
2.    Condiciones de extinción de la Relación Contractual
2.    Terms and conditions of the termination of the Contractual Relationship
2.1.    Preaviso: Las Partes convienen que, tratándose de una extinción de mutuo acuerdo, no es necesario respetar ningún preaviso y que con los acuerdos incluidos en el presente Acuerdo se darán por cumplidos cualquier obligación contractual al respecto por cualquiera de las Partes. Asimismo, entre la fecha del presente Acuerdo y la Fecha Efectiva de Extinción, Mavi Zingoni llevará a cabo todas las medidas necesarias para dimitir de su cargo como Consejera Ejecutiva (Executive Officer) de GE Vernova Inc., así como de todos los demás cargos orgánicos y posiciones de dirección que ocupe en cualquier empresa del Grupo GE Vernova en ese momento, y con efecto a partir de dicha fecha, según las instrucciones de Steven Baert, Chief People Officer of GE Vernova.
2.1.    Prior notice: the Parties agree that, as it is a termination by mutual agreement, no prior notice needs to be observed, and with arrangements contained in this Agreement will be deemed to fulfil any contractual obligations in this regard by either Party. Additionally, between the date of this Agreement and the Effective Termination Date, Mavi Zingoni shall take all necessary steps to resign from her position as an Executive Officer of GE Vernova Inc and all such other officer or director positions she holds in any company within the GE Vernova Group at such time, and with effect from such date, as directed by Steven Baert, Chief People Officer of GE Vernova.
2.2.    Salario y Beneficios: Salvo por lo indicado en otras partes de este Acuerdo, Mavi Zingoni seguirá recibiendo su salario y otros beneficios contractuales (incluyendo sus beneficios por pensiones en los mismos términos y condiciones y con los mismos derechos y obligaciones) hasta la Fecha Efectiva de Extinción, inclusive.
2.2.    Salary and Benefits: Save as set out elsewhere in this Agreement, Mavi Zingoni shall continue to receive her salary and other contractual benefits (including her pension benefits on the same terms and conditions and with the same rights and obligations) up to and including the Effective Termination Date.
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2.3.    Bonus FY2025: La Compañía abonará a Mavi Zingoni la compensación por el Bonus FY2025 que se calculará en función de los resultados reales de rendimiento de la empresa en comparación con los objetivos pertinentes, junto con el rendimiento personal evaluados al menos al 100%, sujeto a las retenciones fiscales y deducciones de Seguridad Social que en su caso correspondan (el “Bonus FY2025”). La cantidad neta resultante del Bonus FY2025 se abonará a Mavi Zingoni mediante transferencia bancaria en la cuenta donde habitualmente percibía su retribución, en el siguiente ciclo de pago de nómina disponible tras la fecha normal de pago del bonus.
2.3.    Bonus FY2025: The Company will pay to Mavi Zingoni compensation for Bonus FY2025 which will be calculated based on actual company performance as against the relevant target criteria together with personal performance being assessed as at least 100%, subject to the relevant withholding taxes and Social Security deductions that may be applicable (the “Bonus FY2025”). The resulting net amount of the Bonus FY2025 will be paid to Mavi Zingoni by way of wire transfer to the bank account where she usually received her compensation on the normal bonus payment payroll processing date.
2.4.    Bonus FY2026: La Compañía abonará a Mavi Zingoni la compensación por el Bonus FY2026 calculada en base a los objetivos de rendimiento personal y rendimiento de la empresa, evaluados respectivamente al 100% del objetivo (lo que significa en general el 100% del objetivo de bonus de Mavi Zingoni), prorrateada para reflejar la parte del año del plan durante la cual Mavi Zingoni permanece empleada por la Compañía.
2.4.    Bonus FY2026: The Company will pay to Mavi Zingoni compensation for Bonus FY2026 calculated based on targets for personal performance and company performance respectively being assessed as 100% of target (meaning overall 100% of Mavi Zingoni’s on target bonus), pro-rated to reflect the portion of the plan year during which Mavi Zingoni remains employed by the Company.
2.5.    Unvested Units: Las June 2026 Unvested Units se devengarán conforme al calendario normal de devengo aplicable a cada uno de los Planes LTIs y concesiones hasta la Fecha Efectiva de Extinción. Las Partes expresamente acuerdan que la extinción por mutuo acuerdo de la Relación Contractual no se entenderá como un supuesto de “Good Leaver” a los efectos del teórico devengo de las Non-Vesting Units. En consecuencia, las Partes acuerdan que a partir del 30 de junio de 2026 no se devengará ningún derecho adicional conforme a ningún plan y, por tanto, las Non-Vesting Units no se devengarán en ningún caso. Asimismo, se acuerda que desde la fecha de este Acuerdo, Mavi Zingoni no tendrá derecho a recibir ningunas otras concesiones de acciones (RSUs, PSUs o Stock Options) ya sea en virtud del Long Term Incentive Plan (LTI) del Grupo GE Vernova ni de ninguna otra forma.
2.5.    Unvested Units: The June 2026 Unvested Units will vest upon the regular vesting calendar applicable to each of the LTIs Plans and awards and until the Effective Termination Date. The Parties expressly agree that the termination of the Contractual Relationship by mutual agreement shall not be deemed as a “Good Leaver” event for purposes of the theoretical vesting of the Non-Vesting Units. Consequently, the Parties agree that as of 30 June 2026, no additional rights will accrue under any plan and, therefore, the Non-Vesting Units will not vest under any circumstances. Moreover, it is agreed that from the date of this Agreement, Mavi Zingoni shall not be entitled to receive any further equity grants (RSUs, PSUs or Stock Options) whether pursuant to the Long Term Incentive Plan (LTI) of GE Vernova Group or otherwise.
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2.6.    Liquidación: Mavi Zingoni tendrá derecho a percibir de la Compañía como liquidación de haberes por la extinción de la Relación Contractual, (i) la retribución mensual ordinaria del mes en que se produzca la Fecha Efectiva de Extinción, y la (ii) compensación por vacaciones devengadas y no disfrutadas (la “Liquidación”).
2.6.    Final Payment: Mavi Zingoni will be entitled to receive from the Company the final compensation payment for the termination of the Contractual Relationship, which will include, (i) the monthly ordinary compensation corresponding to the month when the Effective Termination Date becomes effective, and (ii) compensation for accrued and not enjoyed holidays (the “Final Payment”).
La Liquidación se abonará por la Compañía a Mavi Zingoni, una vez que se practiquen las retenciones fiscales y deducciones de Seguridad Social que en su caso correspondan, mediante transferencia bancaria en la cuenta donde habitualmente percibía su retribución, en el siguiente ciclo de pago de nómina disponible tras la Fecha Efectiva de Extinción.
The Final Payment will be paid by the Company to Mavi Zingoni, once the relevant withholding taxes and Social Security deductions are deducted, as the case maybe, by way of a wire transfer to the bank account where she usually received her compensation on the next available payroll date following Effective Termination Date.
2.7.    Cantidad Acordada: La suma de las cantidades y conceptos referidos como (i) Bonus FY2025, (ii) Bonus FY2026, (iii) June 2026 Unvested Units y (iv) Liquidación, será la cantidad total máxima debida a Mavi Zingoni, y ni la Compañía ni ninguna de las Partes Exoneradas le deberá ningún otro concepto o cantidad adicional. En consecuencia, dicha cantidad total máxima se entenderá en adelante como la “Cantidad Acordada”.
2.7.    Agreed Amount: The sum indicated for the amount and concepts as (i) Bonus FY2025, (ii) Bonus FY2026, (iii) June 2026 Unvested Units and (iv) Final Payment, will be the total maximum amount due to Mavi Zingoni and neither the Company or any other Released Parties shall owe him any other concept or additional amount. Consequently, said maximum total amount will be referred hereinafter as the “Agreed Amount”.
Mavi Zingoni declara que acepta expresamente la Cantidad Acordada como importe suficiente y adecuado para poner fin a la Relación Contractual y a cualquier otra relación de cualquier tipo que Mavi Zingoni pudiese tener y/o haber tenido con la Compañía y/o con las Partes Exoneradas.
Mavi Zingoni declares that she expressly accepts the Agreed Amount as sufficient and adequate compensation to satisfactorily put an end to the Contractual Relationship and to any other relation of whatever nature that Mavi Zingoni may hold and/or may have hold with the Company and/or with the Released Parties.
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2.8.    Apoyo fiscal: La Compañía se compromete a seguir prestando todo el apoyo razonablemente necesario a Mavi Zingoni con respecto a la gestión de sus asuntos fiscales en conexión con cualquier cantidad recibida en relación con su empleo y/o en virtud de los términos de este Acuerdo, incluido el pago de los honorarios de sus asesores profesionales con respecto a la redacción y presentación de todas las declaraciones de impuestos necesarias y la documentación relacionada en España y en los Estados Unidos de América respecto a los años 2026, 2027 y 2028. En este sentido, siempre y cuando esos asesores profesionales hayan sido previamente aprobados por la Compañía, la Compañía reembolsará a Mavi Zingoni dichos honorarios tras recibir copias de las facturas pertinentes y hasta un máximo de 65.000 dólares estadounidenses, sin incluir los impuestos aplicables, por cada año.
2.8.    Tax support: The Company agrees to continue to provide all reasonably necessary support to Mavi Zingoni in respect of managing her tax affairs in connection with any sums received in connection with her employment and/or under the terms of this Agreement, including paying the fees of her professional advisers in respect of drafting and submitting all necessary tax returns and related documentation in Spain and the USA in respect of 2026, 2027 and 2028. In this regard and provided always that such professional advisers have been approved by the Company in advance, the Company will reimburse Mavi Zingoni in respect of such fees following receipt copies of the relevant invoices and up to a maximum of $65,000 exclusive of applicable taxes for each year.
2.9.    Coaching para la transición profesional: Mavi Zingoni tendrá derecho a recibir, a cargo de la Compañía, coaching para la transición profesional, de acuerdo con la práctica habitual de la Compañía para los empleados de su categoría y tipo de función.
2.9.    Career Transition coaching: Mavi Zingoni shall be entitled to receive, at the Company’s expense, Career Transition coaching in line with the Company’s standard practice for employees of her band and role type.
2.10.    Coche de empresa: La Compañía permitirá a Mavi Zingoni seguir usando su actual coche de leasing de la empresa hasta no más tarde del 30 de junio de 2026 siempre y cuando cumpla en todo momento y por completo con la política de coches de la Compañía aplicable en cada momento.
2.10.    Company Vehicle: The Company will allow Mavi Zingoni to continue to have the use of her current leased company vehicle until no later than 30 June 2026 provided she at all times complies in full with the Company’s applicable car policy as in place from time to time.
3.    Exoneración Total de Responsabilidad y No Reclamación
3.    Full Release and No Claims
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3.1.    Con la recepción por Mavi Zingoni de la Cantidad Acordada, Mavi Zingoni otorgará automáticamente a la Compañía y a las Partes Exoneradas, la más amplia, irrevocable y completa exoneración de responsabilidad respecto a la extinción de la Relación Contractual y respecto a la extinción de cualquier otra relación de cualquier tipo que Mavi Zingoni pudiese tener, o haber tenido, con la Compañía y/o con las Partes Exoneradas, y de cuantos pactos se deriven de las mismas, así como respecto a cualquier reclamación, demanda, compensación de cualquier tipo (incluyendo pero no limitado a, indemnización por extinción de cualquier tipo o naturaleza, compensación por preaviso, retribución fija, variable, en especie, comisiones, bonus o incentivos, planes de PSUs (Performance Shares Units), opciones sobre acciones, RSU (Restricted Stock Units) o acciones (u otros posibles derechos vinculados a acciones, tales como opciones sobre acciones o Stock Options) consolidadas o no, posibles horas extraordinarias, vacaciones, pagas extraordinarias, compensación derivada de pactos de exclusividad y/o de no competencia, beneficios sociales, derechos de previsión social o de mejora de prestaciones de la Seguridad Social, compromisos por pensiones, antigüedad, cantidades debidas, en su caso, de conformidad con el convenio colectivo de aplicación y/o gastos relacionados con la Compañía), pasada, presente o futura, indemnización, gastos de abogados y/o similares, y derechos u obligaciones de cualquier naturaleza que Mavi Zingoni pudiese tener contra la Compañía y/o las Partes Exoneradas, ya sea en España, en los Estados Unidos de América o en cualquier otra jurisdicción en el mundo.
3.1.    Upon receipt by Mavi Zingoni of the Agreed Amount, Mavi Zingoni will automatically grant to the Company and to the Released Parties, the most general, irrevocable and full release in connection with the termination of the Contractual Relationship and with respect to the termination of any other relation of whatever nature that Mavi Zingoni has or may have had with the Company and/or with the Released Parties, and with respect to any covenants derived from the same, as well as with respect to any claims, lawsuits, compensation of any kind whatsoever (including but not limited to, termination severance of any kind or nature, payment in lieu of notice, fix salary, variable, in kind, commissions, bonuses or incentives, plans of Performance Shares Units (PSUs), stock options, Restricted Stock Units (RSU) or shares (or other possible rights related to shares), such as vested or unvested stock options, possible overtime, holidays, extraordinary payments, compensation arising from exclusivity and/or non-compete undertakings, social benefits, rights to social welfare or to ad hoc supplementary social security benefits, pension commitments, seniority, amounts due in accordance with the applicable collective agreement (when applicable) and/or expenses related to the Company), whether past, actual or potential, and indemnity, attorney fees and/or similar, and rights and obligations of any nature whatsoever that Mavi Zingoni might have against the Company and/or the Released Parties whether in Spain, the USA or any other jurisdiction in the world.
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3.2.    Ambas Partes son conscientes y aceptan que el presente Acuerdo supone para Mavi Zingoni su total separación respecto a la Compañía y respecto a las Partes Exoneradas. En consecuencia, Mavi Zingoni se compromete desde el día de hoy a no presentar ninguna reclamación ni plantear acción, directa o indirectamente, ya sea ante un órgano judicial o autoridad administrativa, ya sea en España, en los Estados Unidos de América o en cualquier otra jurisdicción en el mundo, en relación con los pactos, derechos u obligaciones derivados de la Relación Contractual y/o derivados de cualquier otra relación de cualquier tipo con cualquiera de las Partes Exoneradas, así como de la extinción de las mismas, o derivados de cualquier acuerdo, pacto, Convenio Colectivo, acuerdo verbal, oferta de trabajo, oferta o de cualquier otra relación previa o documento suscrito entre las Partes (y/o con cualquiera de las Partes Exoneradas) en el pasado y hasta la fecha.
3.2.    Both Parties are aware and agree that this Agreement represents the total separation of Mavi Zingoni from the Company and from the Released Parties. Consequently, Mavi Zingoni commits herself, as from today, not to bring any kind of claim or action, directly or indirectly, whether before any judicial body or any administrative authority, and whether in Spain, the USA or any other jurisdiction in the world, in connection with any pacts, their rights or obligations arising from the Contractual Relationship and/or deriving from any other relationship whatsoever with any of the Released Parties, and their terminations, as well as from any agreements, pacts, Collective Bargaining Agreements, verbal arrangements, job offers, engagement letters or any other previous relationship or documents subscribed by them (and/or with any of the Released Parties) in the past to this date.
3.3.    A efectos clarificativos, la exoneración de responsabilidad y compromiso de no reclamación de la presente cláusula expresamente incluye las Non-Vesting Units.
3.3.    For the avoidance of doubt purposes, the release and waiver of claims of this clause expressly covers the Non-Vesting Units.
3.4.    Exceptuando en la medida en que se refiera a cualquier asunto respecto del cual la Compañía y/o el Grupo GE Vernova no tengan conocimiento (y no puedan tenerlo razonablemente) en la fecha del presente Acuerdo, la Compañía y el Grupo GE Vernova aceptan que no iniciarán ningún procedimiento judicial contra Mavi Zingoni en relación con cualquier asunto que surja de o esté relacionado con la Relación Contractual.
3.4.    Save as insofar as it relates to any matter about which the Company and/or the GE Vernova Group is not (and could not reasonably be) aware as at the date of this Agreement, the Company and the GE Vernova Group agree that they shall not commence any legal proceedings against Mavi Zingoni in respect of any matter arising out of or in connection with the Contractual Relationship.
3.5.    Con respecto a cualquier acto u omisión durante el período de la Relación Contractual, Mavi Zingoni seguirá (i) estando indemnizada en las mismas condiciones en que era indemnizada inmediatamente antes de la firma del presente Acuerdo, y (ii) beneficiándose de la póliza de seguro de responsabilidad civil de directivos y consejeros vigente para los Directores Ejecutivos de GE Vernova.
3.5.    Mavi Zingoni shall in respect of any acts or omissions during the period of the Contractual Relationship, continue to (i) be indemnified on the same basis that she was indemnified immediately prior to the execution of this Agreement, and (ii) benefit from the Directors and Officers liability Insurance policy in place for Executive Officers of GE Vernova.
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4.    Material de Trabajo, Confidencialidad, No Difamación y Non-Compete y Non-Solicitation
4.    Working means, Confidentiality, Non-Disparagement and Non-Compete and Non-Solicitation
4.1.    A la Fecha Efectiva de Extinción, Mavi Zingoni devolverá a la la Compañía todos los bienes y materiales que aún tenga en su poder y que sean propiedad de la Compañía o de cualquiera de las Partes Exoneradas, incluyendo pero no limitado a, su vehículo de empresa, tarjetas de crédito, ordenador, documentación, y tarjetas de acceso a las instalaciones de la Compañía.
4.1.    By the Effective Termination Date, Mavi Zingoni shall return to the Company all goods and materials still in her possession and owned by the Company or by any of the Released Parties, including but not limited to, her company vehicle, credit cards, computer, documentation, and access cards to the Company’s premises.
4.2.    Mavi Zingoni observará una estricta confidencialidad en relación con la información de la Compañía y de las Partes Exoneradas, su negocio, clientes, operaciones, instalaciones, fábricas, almacenes, cuentas y finanzas, procedimientos, métodos, transacciones, saber hacer (“know how”), y sobre cualquier otro aspecto relacionado con la actividad de la Compañía y de las Partes Exoneradas, al que haya podido tener acceso (la “Información Confidencial”), salvo en la medida en que su divulgación sea exigida por ley o necesaria para cumplir con un requisito regulatorio al que esté sujeta. A mayor abundamiento, nada en esta cláusula tiene por objeto impedir que Mavi Zingoni comparta la experiencia profesional general, las habilidades y el know-how que haya desarrollado a lo largo de su carrera, siempre que al hacerlo no revele ninguna Información Confidencial.
4.2.    Mavi Zingoni will maintain strict confidentiality regarding any information relating to the Company and to the Released Parties’ business, clients, operations, installations, factories, warehouses, accounts, finances, procedures, methods, transactions, know-how, and any other aspects relating to the activities of the Company and of the Released Parties, to which she may have had access (the “Confidential Information”), save to the extent that the disclosure of the same is required by law or to comply with a regulatory requirement to which she is subject. For the avoidance of doubt, nothing in this clause is intended to prevent Mavi Zingoni from sharing general professional experience, skills and know-how she has developed over the course of her career provided that in doing so she does not disclose any Confidential Information.
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4.3.    Mavi Zingoni se compromete a guardar estricta confidencialidad respecto al contenido y la propia existencia del presente Acuerdo, así como sobre las negociaciones, y los términos y condiciones de los mismos. Mavi Zingoni sólo podrá revelar la información a su asesor legal y la información que sea estrictamente necesaria a juzgados y tribunales competentes o autoridades públicas competentes siempre que exista una obligación legal expresa u orden administrativa o judicial expresa al respecto, y siempre que cuente con la previa aprobación de la Compañía. La Compañía compartirá (tanto interna como externamente) la información relacionada con este Acuerdo que sea necesaria para cumplir con sus obligaciones de información y de otro tipo en virtud de cualquier régimen legal, reglamentario o similar al que estén sujetos la Compañía y/o el Grupo GE Vernova; pero, por lo demás, mantendrá la más estricta confidencialidad con respecto a las circunstancias que dieron lugar al presente Acuerdo y a las negociaciones relacionadas con el mismo, y ello salvo que deba revelar información relacionada con el mismo a sus asesores profesionales y/o, en caso de ser necesario, a los juzgados y tribunales competentes o autoridades públicas competentes siempre que exista una obligación legal expresa u orden administrativa o judicial expresa al respecto.
4.3.    Mavi Zingoni undertakes to maintain strict confidentiality regarding the existence and content of this Agreement, as well as with respect to the negotiations, and the terms and conditions of the same. Mavi Zingoni is only authorized to disclose the information to her legal counsel and the strictly necessary information to competent Courts or competent public bodies if there is an express legal duty thereof or express Court or administrative order in this regard, upon previous approval by the Company. The Company shall share (both internally and externally) such information related to this Agreement as required in order to comply with its reporting and other obligations under any statutory, regulatory or similar regime to which it and/or the GE Vernova Group are subject but shall otherwise maintain strict confidentiality with regard to the circumstances which gave rise to this Agreement and the related negotiations save it may disclose information relating to the same to its professional advisers and/or as may be necessary, to competent Courts or competent public bodies if there is an express legal duty thereof or express Court or administrative order in this regard.
4.4.    Cualquier revelación de información o intento de revelación, ya sea directa o indirecta, a cualquier tercero, incluyendo particularmente a cualquier competidor, cliente, proveedor o colaborador de la Compañía y/o de las Partes Exoneradas, y/o empleado pasado, presente o futuro, supondrá un incumplimiento material muy grave de los términos del presente Acuerdo.
4.4.    Any disclosure of information or attempt to disclose information, whether direct or indirect, to any third party, including particularly to any competitor, client, supplier or collaborator of the Company and/or of the Released Parties, and/or any past, present or future employee, will be considered as a very serious material breach of this Agreement
4.5.    Ambas Partes aceptan que no hablarán o se comunicarán con terceros de forma maliciosa, difamatoria o con menosprecio respecto la Compañía y a las Partes Exoneradas y/o respecto a Mavi Zingoni. Asimismo, Mavi Zingoni no hará ni autorizará que se haga ninguna manifestación oral o escrita que pueda desacreditar o dañar la reputación de la Compañía o de las Partes Exoneradas.
4.5.    Both Parties agree that they shall not talk about or otherwise communicate to any third parties in a malicious, disparaging or defamatory manner regarding the Company and/or the Released Parties and/or Mavi Zingoni. Further, Mavi Zingoni shall not make or authorize to be made any written or oral statement that may disparage or damage the reputation of the Company or of the Released Parties.
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4.6.    Las obligaciones de confidencialidad y no descrédito incluidas en esta cláusula se entienden con carácter indefinido.
4.6.    The confidentiality and non-disparagement obligations included in this clause are understood to be for an indefinite period.
4.7.    Asimismo, ambas Partes acuerdan que las obligaciones de “No Competencia” y “No Captación” incluidas tanto en el Contrato de Mavi Zingoni como en los Planes de LTIS continuarán siendo aplicable de acuerdo con sus términos. En concreto, dado que las Partes han optado por no aplicar un “Garden Leave” a Mavi Zingoni, las restricciones de “no competencia” y “no captación” incluidas en el Contrato continuarán siendo aplicables durante un plazo de 12 meses naturales a contar desde la Fecha Efectiva de Extinción, durante el cual Mavi Zingoni tendrá derecho a recibir la compensación indicada en el Contrato (esto es, un 60% de su retribución fija normal). A efectos clarificativos, cualquier referencia al “Grupo” en el Contrato, deberá entenderse ahora referida al Grupo GE Vernova.
4.7.    Both Parties further agree that the “Non-Compete” and “Non-Solicitation” provisions set out both in the Contract of Mavi Zingoni and in the LTIs Plans shall continue in force in accordance with their terms. In particular, as the Parties have elected not to place Mavi Zingoni on “garden leave”, the “non-compete” and “non-solicitation” restrictions set out in the Contract shall continue to apply for a period of 12 calendar months commencing on the Effective Termination Date during which Mavi Zingoni will be entitled to receive such compensation as provided for in the Contract (namely 60% of her normal base salary). For the avoidance of doubt, any reference to the “Group” in the Contract shall now be read to mean the GE Vernova Group.
4.8.    En caso de presentar una solicitud a Steven Baert, Chief People Officer, la Compañía emitirá una referencia a un posible empleador de Mavi Zingoni que se basará únicamente en hechos factuales, indicando las fechas de su empleo y resumiendo sus funciones y responsabilidades durante su empleo para la Compañía.
4.8.    In the event of a request made to Steven Baert, Chief People Officer, the Company shall issue a reference to a prospective employer of Mavi Zingoni which is factual only, stating the dates of her employment and summarizing her duties and responsibilities during the period of her employment with the Company.
5.    Colaboración futura
5.    Future Cooperation
5.1.    Mavi Zingoni acepta prestar cualquier cooperación razonable y ayuda a la Compañía y/o con cualquier entidad del Grupo GE Vernova y/o del Grupo GE y su(s) asesor(es) (ya sea como testigo o de cualquier otra forma) en relación con:
5.1.    Mavi Zingoni agrees to provide all reasonable co-operation and support to the Company and/or any company of the GE Vernova Group and/or of the GE Group and its or their advisers (as a witness or otherwise) in relation to:
5.1.1.    Cualquier investigación interna u otras indagaciones internas;
5.1.1.    any internal investigation or other internal enquiry;
5.1.2.    Cualquier investigación u otra indagación por parte de una autoridad regulatoria u otro organismo gubernamental in relación a la Compañía y/o cualquier entidad del Grupo GE Vernova y/o del Grupo GE, o cualquiera de su(s) operaciones o actividades de negocio; y/o
5.1.2.    any investigation or other enquiry by a regulatory authority or other governmental body in relation to the Company and/or any company of the GE Vernova Group and/or of the GE Group, or any of its or their operations or business activities; and/or
14


5.1.3.    Cualquier reclamación, disputa, litigio, arbitraje, mediación o similar que afecten a la Compañía y/o cualquier entidad del Grupo GE Vernova y/o del Grupo GE,
5.1.3.    any claim, dispute, litigation, arbitration, mediation or the like involving the Company and/or any company of the GE Vernova Group and/or of the GE Group,
en cualquiera de los casos en relación con cualquier asunto en el que Mavi Zingoni haya estado involucrada o haya tenido conocimiento durante su empleo en la Compañía (o en empleos anteriores en cualquier empresa del Grupo GE Vernova y/o del Grupo GE), incluyendo (pero no limitado a) proporcionar acceso inmediato, previa solicitud por la empresa del Grupo GE Vernova, a los datos de empresa en ordenadores y dispositivos móviles. La Compañía reembolsará cualquier gasto razonable en que incurra Mavi Zingoni como consecuencia del cumplimiento de sus obligaciones en virtud de esta cláusula, incluida la pérdida de ingresos, siempre que dichos gastos sean aprobados previamente por la Compañía. Adicionalmente, tras recibir copia de la factura correspondiente, la Compañía también reembolsará a Mavi Zingoni los honorarios legales razonables en los que incurra si decide nombrar a su propio asesor legal en el contexto del cumplimiento de las disposiciones de esta cláusula, siempre y cuando el importe de dichos honorarios se haya acordado previamente con la Compañía.
in each case relating to any matters with which the Mavi Zingoni was involved or aware during her employment with the Company (or preceding employment by any company of the GE Vernova Group and/or GE Group), including (but not be limited to) providing prompt access upon request to GE Vernova Group company data on PCs and mobile devices. The Company shall reimburse any reasonable expenses incurred by Mavi Zingoni as a consequence of complying with her obligations under this clause, including loss of earnings, provided that such expenses are approved in advance by the Company. Additionally, following receipt of a copy of an appropriate invoice, the Company shall also reimburse Mavi Zingoni in respect of reasonable legal fees that she incurs if she elects to appoint her own legal advisor in the context of complying with the provisions of this clause, provided always that the amount of such fees is agreed in advance with the Company.
5.2 Siempre sujeto a la protección de los intereses empresariales legítimos de la Sociedad (que, en última instancia, prevalecerán), el tiempo que pueda exigirse a Mavi Zingoni para prestar la cooperación y el apoyo descritos anteriormente no pretende interferir de manera irrazonable en sus futuras actividades profesionales.
5.2 Subject always to protecting the Company’s legitimate business interests (which ultimately shall take precedence), the time that Mavi Zingoni may be required to spend providing the cooperation and support set out above is not intended to unreasonably interfere with her future professional activities.
6.    Incumplimiento del Acuerdo
6.    Breach of the Agreement
6.1.    Este Acuerdo no se considerará automáticamente extinguido en caso de que alguna de las Partes incumpla alguno de sus deberes u obligaciones contenidos en este Acuerdo.
6.1.    This Agreement shall not automatically terminate if any of the Parties fails to comply with the obligations and duties regulated herein.
6.2.    Por el contrario, la Parte cumplidora tendrá derecho a exigir y recibir de la Parte incumplidora los daños y perjuicios que se deriven del incumplimiento del presente Acuerdo.
6.2.    Instead, the non-defaulting Party will be entitled to claim and be satisfied for the damages and losses arising from the breach of the Agreement.
15


7.    Único Acuerdo, Nulidad Parcial y Condición Suspensiva
7.    Entire Agreement, Severability and Condition Precedent
7.1.    Este Acuerdo constituye un acuerdo completo y vinculante entre las Partes respecto a las materias contenidas en el mismo (particularmente respecto a la extinción y liquidación de la Relación Contractual) y que sustituye a cualquier acuerdo previo, pactos o compromisos entre las Partes, ya sean verbales o escritos que regule la Relación Contractual, siendo este Acuerdo el único acuerdo actualmente válido entre las Partes.
7.1.    This Agreement is a full and binding agreement between the Parties with regard to the matters dealt with herein (particularly with respect to the termination and settlement of the Contractual Relationship) and substitutes any other prior agreements, pacts or commitments between the Parties, whether verbal or written regulating the Contractual Relationship, this being the sole valid Agreement currently in force between the Parties.
7.2.    Las Partes acuerdan que, para el caso de que alguna de las cláusulas del presente Acuerdo fuese declarada nula o inaplicable por un juzgado o tribunal con competencia sobre la materia, ello no afectará al resto del Acuerdo, que se mantendrá válido en sus propios términos.
7.2.    The Parties agree that, in the event that any of the clauses of this Agreement are declared null or void by a competent Court with jurisdiction over the case, this will not affect the rest of the Agreement, which will be held valid as it stands.
8.    Idioma
8.    Language
8.1.    Este Acuerdo está redactado en idiomas español e inglés. En caso de discrepancia entre dichas versiones, la versión española prevalecerá.
8.1.    This Agreement is drafted in Spanish and English languages. In the event of conflict between said versions, the Spanish version will prevail.
9.    Jurisdicción y Ley Aplicable
9.    Applicable law and Jurisdiction
9.1.    Este Acuerdo se rige por las leyes españolas.
9.1.    This Agreement shall be governed by and construed in accordance with the laws of Spain.
9.2.    Las Partes designan a los Juzgados de Madrid para resolver cualquier disputa que se pueda derivar del presente Acuerdo, renunciando a cualquier otro fuero que pudiese corresponderles.
9.2.    The Parties designate the jurisdiction of Madrid to solve any disputes arising from this Agreement, waiving any other jurisdiction, regardless of how privileged it may be.

En virtud de cuanto antecede, las Partes firman el presente Acuerdo por duplicado, en todas sus páginas, en el lugar y fecha indicados en el encabezado.

In witness whereof, the Parties have signed all the pages of this Agreement in two counterparts each to the same effect, in the place and date first above written.



________________________________/s/ Stephen Baert______________________________________
GENERAL ELECTRIC GLOBAL SERVICES GMBH



___________ ____________/s/ Maria Victoria Zingoni _________________________
Dña. (Mrs.) MAVI (MARÍA VICTORIA) ZINGONI


16
EX-21.1 9 gevform10k2025-ex211.htm EX-21.1 Document
Exhibit 21.1
SUBSIDIARIES OF REGISTRANT

GE Vernova’s principal affiliates as of December 31, 2025, are listed below. All other affiliates, if considered in the aggregate as a single affiliate, would not constitute a significant subsidiary.

AFFILIATES OF REGISTRANT INCLUDED IN REGISTRANT’S FINANCIAL STATEMENTS

Percentage of voting
securities directly or State or Country
indirectly owned by of incorporation
registrant (1) or organization
Atlantic Plant Maintenance, Inc. 100 Delaware
BNR Infrastructure Co-Investment Limited 50 United Kingdom
BNR Infrastructure Investment Limited 90 Jersey
COGELEX 100 France
EFS-N LLC 100 Delaware
FieldCore Service Solutions LLC 100 Delaware
FieldCore Service, Inc. 100 Delaware
GE Vernova Energy Power, LLC 100 Delaware
GE Vernova Albany C.V. 100 Netherlands
GE Vernova Albany Funding Unlimited Company 100 Ireland
GE Vernova Financial Services Germany GmbH 100 Germany
GE VERNOVA FINANCIAL SERVICES HOLDINGS INC. 100 Delaware
GE Vernova Financial Services Netherlands B.V. 100 Netherlands
GE Vernova Financial Services Limited 100 United Kingdom
GE Commerce (Shanghai) Co. Ltd. 100 China
GE Vernova Electrification Software Holdings LLC 100 Delaware
GE Vernova Electrification Software International LLC 100 Delaware
GE Vernova Electrification Software LLC 100 Delaware
GE Vernova EFS Energy Japan GK 100 Japan
BNR Power Investments B.V. 50 Netherlands
GE Energias Renovaveis Ltda. 100 Brazil
GE Energy (UK) Limited 100 United Kingdom
GE Energy and Industrial Services, LLC 100 Delaware
GE Energy Canada Holdings ULC 100 Canada
GE Energy Management Services, LLC 100 Delaware
GE Energy Parts, Inc. 100 Delaware
GE Energy Power Conversion France 100 France
GE Energy Power Conversion GmbH 100 Germany
GE Energy Power Conversion UK Holdings Limited 100 United Kingdom
GE Energy Products France SNC 100 France
GE Energy Services, Inc. 100 Delaware
GE Energy Switzerland GmbH 100 Switzerland
GE Eoliennes SN 100 France
GE Vernova Funding Operations Co., Inc. 100 Delaware
GE GAS POWER FRANCE 100 France
GE Gas Turbines (Greenville) L.L.C. 100 Delaware
GE Vernova Parts & Products GmbH 100 Switzerland
GE Grid Alliance B.V. 100 Netherlands
GE Grid GmbH 100 Germany
GE Grid Solutions UK B.V. 100 Netherlands
GE Grid Solutions, LLC 100 Delaware
GE Vernova Hungary Kft. 100 Hungary
GE Hydro China Co., Ltd. 99 China
GE Hydro France 100 France
GE Vernova Industrial Hedging Services Unlimited Company 100 Ireland

Exhibit 21.1
Percentage of voting
securities directly or State or Country
indirectly owned by of incorporation
registrant (1) or organization
GE Vernova Industrial of PR LLC 100 Puerto Rico
GE Vernova Holding Kft. 100 Hungary
GE Vernova Holdings LLC 100 Delaware
GE Vernova Infrastructure Technology International LLC 100 Delaware
GE Vernova Infrastructure Technology LLC 100 Delaware
GE Vernova Nederland B.V. 100 Netherlands
GE Power & Water Equipamentos e Servicos de Energia e Tratamento de Água Ltda. 100 Brazil
GE Power Global B.V. 100 Netherlands
GE Power GmbH 100 Germany
GE Power India Limited 69 India
GE Power Netherlands B.V. 100 Netherlands
GE Power Solutions LLC 100 Oman
GE Power Sp. z o.o. 100 Poland
GE Renewable Energy Australia Pty Ltd 100 Australia
GE Renewable Holding B.V. 100 Netherlands
GE Renewable Holding France 100 France
GE Renewables Grid LLC 100 Ohio
GE Renewables North America, LLC 100 Delaware
GE Renewables US LLC 100 Delaware
GE Smallworld (Singapore) Pte. Ltd. 100 Singapore
GE Vernova Solutions W.L.L. 100 Bahrain
GE Steam Power Holding Inc. 100 Delaware
GE Steam Power International B.V. 100 Netherlands
GE Steam Power Investment Co., Ltd. 100 China
GE Steam Power, Inc. 100 Delaware
GE Vernova Brazil Holdings LLC 100 Delaware
GE Vernova Capital Markets, LLC 100 Delaware
GE VERNOVA FINANCE DEVELOPMENT LLC 100 Delaware
GE Vernova International Holdings, Inc. 100 Delaware
GE Vernova International LLC 100 Delaware
GE Vernova Investment Advisers, LLC 100 Delaware
GE Vernova Operations LLC 100 Delaware
GE Vernova Swiss Holdings GmbH 100 Switzerland
GE Vernova T&D India Limited 51 India
GE Wind Energy GmbH 100 Germany
GE Wind Energy, S.L. 100 Spain
GE WIND France SAS 100 France
GE Vernova Hitachi Nuclear Energy Americas LLC 60 Delaware
GE Vernova Hitachi Nuclear Energy Holdings LLC 60 Delaware
GE Vernova NE Holding LLC 100 Delaware
GE Vernova (Switzerland) GmbH 100 Switzerland
GE VERNOVA ENERGY HOLDING DO BRASIL LTDA. 100 Brazil
GE Vernova Energy UK Limited 100 United Kingdom
GE Vernova Global Services GmbH 100 Switzerland
GE Vernova International Operations Company, Inc. 100 Delaware
GE Vernova Technology GmbH 100 Switzerland
GE Vernova UK Holdings Ltd. 100 United Kingdom
GEPR Energy Canada Inc. 100 Canada
Global Nuclear Fuel - Japan Co., Ltd. 60 Japan
Global Nuclear Fuel-Americas, LLC 60 Delaware

Exhibit 21.1
Percentage of voting
securities directly or State or Country
indirectly owned by of incorporation
registrant (1) or organization
Grid Solutions (U.S.) LLC 100 Delaware
Grid Solutions Enerji Endustrisi A.S. 100 Turkey
GRID Solutions S.p.A. 100 Italy
Grid Solutions SAS 100 France
Grid Solutions Transmissao de Energia Ltda. 100 Brazil
GE Vernova Energy Services (UK) Limited 100 United Kingdom
Instrument Transformers, LLC 100 Florida
LM Group Holding A/S 100 Denmark
LM Wind Power (Spain) SLU 100 Spain
LM Wind Power A/S 100 Denmark
LM Wind Power Blades (France) S.A.S. 100 France
LM Wind Power Blades (India) Private Limited 100 India
Nautilus Pacific Three LLC 100 Japan
Nexus Controls LLC 100 Delaware
Ropcor, Inc. 100 Delaware
UK Grid Solutions Limited 100 United Kingdom
(1)    With respect to certain companies, shares in names of nominees and qualifying shares in names of directors are included in above percentages.
EX-23.1 10 gevform10k2025-ex231.htm EX-23.1 Document
Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-278496 and 333-277900 on Form S-8 of our reports dated January 29, 2026, relating to the financial statements of GE Vernova Inc. and the effectiveness of GE Vernova Inc.'s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2025.

/s/ Deloitte & Touche LLP
Boston, Massachusetts
January 29, 2026
EX-24.1 11 gevform10k2025-ex241.htm EX-24.1 Document
Exhibit 24.1
POWER OF ATTORNEY
Each of the undersigned, being a director or officer of GE Vernova Inc., a Delaware corporation (the "Company"), hereby appoints Scott Strazik, Kenneth Parks, Lola Lin, and Richmond Glasgow, and each of them, his or her lawful attorney-in-fact and agent with full power of substitution and resubstitution, with full power to execute for him or her and in his or her name, place and stead in any and all capacities, to sign the Annual Report on Form 10-K for the Company's fiscal year ended December 31, 2025, and any or all amendments thereto, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done so that such Annual Report shall comply with the Securities Exchange Act of 1934, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand on the date stated below.
 
/s/ Stephen Angel_______________________
Stephen Angel
Director
Date: January 29, 2026

/s/ Martina Hund-Mejean________________
Martina Hund-Mejean
Director
Date: January 29, 2026

/s/ Nicholas K. Akins____________________
Nicholas K. Akins
Director
Date: January 29, 2026

/s/ Jesus Malave________________________
Jesus Malave
Director
Date: January 29, 2026

/s/ Arnold W. Donald____________________
Arnold W. Donald
Director
Date: January 29, 2026

/s/ Paula Rosput Reynolds________________
Paula Rosput Reynolds
Director
Date: January 29, 2026

/s/ Matthew Harris______________________
Matthew Harris
Director
Date: January 29, 2026

/s/ Kim K.W. Rucker____________________
Kim K.W. Rucker
Director
Date: January 29, 2026


EX-31.1 12 gevform10k2025-ex311.htm EX-31.1 Document
Exhibit 31.1
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Scott Strazik, certify that:

1.I have reviewed this annual report on Form 10-K of GE Vernova Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January 29, 2026


/s/ Scott Strazik
Scott Strazik
Chief Executive Officer and President
EX-31.2 13 gevform10k2025-ex312.htm EX-31.2 Document

Exhibit 31.2
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Kenneth Parks, certify that:

1.I have reviewed this annual report on Form 10-K of GE Vernova Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January 29, 2026



/s/ Kenneth Parks
Kenneth Parks
Chief Financial Officer
EX-32.1 14 gevform10k2025-ex321.htm EX-32.1 Document
Exhibit 32.1
Certification Pursuant to
18 U.S.C. Section 1350

In connection with the Annual Report on Form 10-K of GE Vernova Inc. (the “registrant”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “report”), each of the undersigned officers of the registrant certify, pursuant to 18 U.S.C. § 1350, that to such officer's knowledge:
(1)The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
 
January 29, 2026
 
/s/ Scott Strazik
Scott Strazik
Chief Executive Officer and President
/s/ Kenneth Parks
Kenneth Parks
Chief Financial Officer


EX-99.1 15 gevform10k2025-ex991.htm EX-99.1 Document
Exhibit 99(a)
Supplement to Present Required Information in Searchable Format
STOCK PERFORMANCE GRAPH
April 2, 2024 June 30, 2024 December 31, 2024 June 30, 2025 December 31, 2025
GEV $ 100  $ 123  $ 235  $ 379  $ 468 
S&P 500 100  105  114  121  134 
S&P Industrial 100  98  107  121  128