03/03/2026 | Press release | Distributed by Public on 03/03/2026 18:15
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 03/01/2026 | M | 938 | (2) | (2) | Common stock, par value $0.01 per share | 938 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (1) | 03/01/2026 | M | 2,529 | (3) | (3) | Common stock, par value $0.01 per share | 2,529 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (1) | 03/01/2026 | M | 948 | (4) | (4) | Common stock, par value $0.01 per share | 948 | $ 0 | 978 | D | ||||
| Restricted Stock Units | (1) | 03/01/2026 | M | 368 | (5) | (5) | Common stock, par value $0.01 per share | 368 | $ 0 | 749 | D | ||||
| Restricted Stock Units | (1) | 02/27/2026 | A | 497 | (6) | (6) | Common stock, par value $0.01 per share | 497 | $ 0 | 497 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Potvin Matthew Joseph 58 CHARLES STREET CAMBRIDGE, MA 02141 |
Chief Accounting Officer | |||
| /s/ Richmond Glasgow, VP, Chief Corporate Counsel & Deputy Secretary, as attorney-in-fact | 03/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each restricted stock unit represents the right to receive, at settlement, one share of GE Vernova Inc. ("GE Vernova") common stock. |
| (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% vested on March 1, 2026. |
| (3) | 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, including two additional shares inadvertently omitted from the grant originally reported on the reporting person's Form 4 filed on April 4, 2024. Such equity incentive awards were previously granted by GE to the reporting person, which vested in full on March 1, 2026. The performance criteria for these equity incentive awards have been certified in connection with the Spin-Off by GE's Management Development & Compensation Committee. |
| (4) | Represents an award of restricted stock units with respect to GE Vernova common stock that vested 33% on March 1, 2025, vested 33% on March 1, 2026 and will vest 34% on March 1, 2027. |
| (5) | Represents an award of restricted stock units with respect to GE Vernova common stock that vested 33% on March 1, 2026, and will vest 33% on March 1, 2027 and 34% on March 1, 2028. |
| (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, 2027, 33% on March 1, 2028 and 34% on March 1, 2029. |