Sec Form 4 Filing - Strazik Scott @ GE Vernova Inc. - 2024-04-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Strazik Scott 2. Issuer Name and Ticker or Trading Symbol GE Vernova Inc. [ GEV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Director (Last) (First) (Middle) 58 CHARLES STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2024 (Street) CAMBRIDGE, MA02141 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.01 per share 04/02/2024 A 27,999 ( 1 ) A 27,999 D Common stock, par value $0.01 per share 04/02/2024 A 2,388 ( 1 ) A 2,388 I By 401(k) Common stock, par value $0.01 per share 04/02/2024 A 1,306 ( 1 ) A 1,306 I By spouse's 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 132 04/02/2024 A 14,832 ( 2 ) 09/05/2024 Common stock, par value $0.01 per share 14,832 ( 1 ) 14,832 D Employee Stock Option (right to buy) $ 126.21 04/02/2024 A 17,798 ( 2 ) 09/11/2025 Common stock, par value $0.01 per share 17,798 ( 1 ) 17,798 D Employee Stock Option (right to buy) $ 149.78 04/02/2024 A 21,754 ( 2 ) 09/30/2026 Common stock, par value $0.01 per share 21,754 ( 1 ) 21,754 D Employee Stock Option (right to buy) $ 92.13 04/02/2024 A 22,742 ( 2 ) 11/17/2027 Common stock, par value $0.01 per share 22,742 ( 1 ) 22,742 D Employee Stock Option (right to buy) $ 82.34 04/02/2024 A 24,719 ( 2 ) 01/29/2028 Common stock, par value $0.01 per share 24,719 ( 1 ) 24,719 D Employee Stock Option (right to buy) $ 68.98 04/02/2024 A 44,119 ( 2 ) 03/01/2031 Common stock, par value $0.01 per share 44,119 ( 1 ) 44,119 D Employee Stock Option (right to buy) $ 60.73 04/02/2024 A 68,478 ( 3 ) 03/01/2032 Common stock, par value $0.01 per share 68,478 ( 1 ) 68,478 D Employee Stock Option (right to buy) $ 67.75 04/02/2024 A 66,558 ( 4 ) 03/01/2033 Common stock, par value $0.01 per share 66,558 ( 1 ) 66,558 D Restricted Stock Units ( 5 ) 04/02/2024 A 73,337 ( 6 ) ( 6 ) Common stock, par value $0.01 per share 73,337 ( 1 ) 73,337 D Restricted Stock Units ( 5 ) 04/02/2024 A 7,845 ( 7 ) ( 7 ) Common stock, par value $0.01 per share 7,845 ( 1 ) 7,845 D Restricted Stock Units ( 5 ) 04/02/2024 A 17,991 ( 8 ) ( 8 ) Common stock, par value $0.01 per share 17,991 ( 1 ) 17,991 D Restricted Stock Units ( 5 ) 04/02/2024 A 67,270 ( 9 ) ( 9 ) Common stock, par value $0.01 per share 67,270 ( 1 ) 67,270 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Strazik Scott 58 CHARLES STREET CAMBRIDGE, MA02141 X CEO and Director Signatures /s/ Richmond Glasgow, VP, Chief Corporate Counsel & Deputy Secretary, as attorney-in-fact 04/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported herein are the result of the consummation on April 2, 2024 of the distribution of all of the shares of common stock of GE Vernova Inc. ("GE Vernova") by General Electric Company ("GE") to holders of GE common stock on a pro rata basis (the "Spin-Off"). These transactions are voluntarily reported notwithstanding the exemption provided by Rule 16a-9. ( 2 )Represents an award of an employee stock option with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which are fully exercisable. ( 3 )Represents an award of an employee stock option with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, of which 50% are exercisable and 50% will become exercisable on March 1, 2025. ( 4 )Represents an award of an employee stock option with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, of which 50% will become exercisable on March 1, 2025 and 50% will become exercisable on March 1, 2026. ( 5 )Each restricted stock unit represents the right to receive, at settlement, one share of GE Vernova common stock. ( 6 )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 Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which will vest on September 3, 2024. ( 7 )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 Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, which will vest on March 1, 2025. ( 8 )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 Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, of which 50% will vest on March 1, 2025 and 50% will vest on March 1, 2026. ( 9 )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, which will vest 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.

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 4(b)(v).

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