SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gray Eric

(Last)

(First)

(Middle)

58 CHARLES STREET

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2026

3. Issuer Name and Ticker or Trading Symbol
GE Vernova Inc. [ GEV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer, Power

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	06/03/2034	Common stock, par value $0.01 per share	10,621	$170.37	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common stock, par value $0.01 per share	4,686	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common stock, par value $0.01 per share	12,636	⁽³⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common stock, par value $0.01 per share	3,610	⁽³⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common stock, par value $0.01 per share	2,791	⁽³⁾	D

Explanation of Responses:

1. Represents an award of an employee stock option with respect to GE Vernova Inc. ("GE Vernova") common stock, of which 100% will become exercisable on April 2, 2028.

2. Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the consummation on April 2, 2024 of the distribution of all of the shares of common stock of GE Vernova by General Electric Company ("GE") to holders of GE common stock on a pro rata basis ("Spin-Off"). Such equity incentive awards were previously granted by GE to the reporting person, of which 50% vested on March 1, 2025 and 50% will vest on March 1, 2026.

3. Each restricted stock unit represents the right to receive, at settlement, one share of GE Vernova common stock.

4. Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain performance-based equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, and will vest in full on March 1, 2026. The performance criteria for these equity incentive awards was certified in connection with the Spin-Off by GE's Management Development & Compensation Committee.

5. Represents an award of restricted stock units with respect to GE Vernova common stock that vested 33% on March 1, 2025, and will vest 33% on March 1, 2026 and 34% on March 1, 2027.

6. Represents an award of restricted stock units with respect to GE Vernova common stock that will vest in three installments of 33% on March 1, 2026, 33% on March 1, 2027 and 34% on March 1, 2028.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Richmond Glasgow, VP, Chief Corporate Counsel & Deputy Secretary, as attorney-in-fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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