GE Vernova (GEV) Power CEO Eric Gray details stock options and RSUs

Rhea-AI Filing Summary

GE Vernova Inc. officer Eric Gray, Chief Executive Officer of the Power segment, filed an initial ownership report detailing his equity compensation in the company. The filing lists an employee stock option for 10,621 shares of common stock at an exercise price of $170.37 per share, expiring on June 3, 2034, which becomes fully exercisable on April 2, 2028.

Gray also reports several grants of restricted stock units tied to GE Vernova common stock, including awards of 4,686, 12,636, 3,610 and 2,791 units. These RSUs stem from both time-based and performance-based equity awards associated with GE Vernova’s spin-off from General Electric, with vesting schedules running through March 1, 2028.

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 MA 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	06/03/2034	Common stock, par value $0.01 per share	10,621	$170.37	D
Restricted Stock Units	(2)	(2)	Common stock, par value $0.01 per share	4,686	(3)	D
Restricted Stock Units	(4)	(4)	Common stock, par value $0.01 per share	12,636	(3)	D
Restricted Stock Units	(5)	(5)	Common stock, par value $0.01 per share	3,610	(3)	D
Restricted Stock Units	(6)	(6)	Common stock, par value $0.01 per share	2,791	(3)	D

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What does the GE Vernova (GEV) Form 3 filing by Eric Gray show?

The Form 3 shows Chief Executive Officer, Power, Eric Gray’s initial beneficial ownership in GE Vernova. It lists an employee stock option for 10,621 shares and multiple restricted stock unit awards, all settled in common stock, with vesting dates extending through March 1, 2028.

How many GE Vernova stock options does Eric Gray report on Form 3?

Eric Gray reports an employee stock option covering 10,621 shares of GE Vernova common stock. The option has an exercise price of $170.37 per share, becomes 100% exercisable on April 2, 2028, and carries an expiration date of June 3, 2034 under the disclosed award terms.

What restricted stock units does Eric Gray hold in GE Vernova (GEV)?

Eric Gray holds several restricted stock unit awards over GE Vernova common stock, including blocks of 4,686, 12,636, 3,610 and 2,791 units. Each unit represents one share at settlement, with vesting dates between March 1, 2025 and March 1, 2028 as described in the footnotes.

How is the GE Vernova spin-off from GE reflected in Eric Gray’s equity awards?

Some of Eric Gray’s restricted stock units resulted from converting General Electric equity awards at the April 2, 2024 GE Vernova spin-off. These include both time-based and performance-based awards, with portions vesting on March 1, 2025 and remaining tranches scheduled to vest on March 1, 2026.

When will Eric Gray’s performance-based GE Vernova RSUs vest?

The performance-based restricted stock units reported by Eric Gray will vest in full on March 1, 2026. These units arose from performance-based equity awards converted at the spin-off, after GE’s Management Development & Compensation Committee certified that the performance criteria for those incentive awards had been satisfied.

What are the vesting schedules for Eric Gray’s time-based GE Vernova RSUs?

One RSU award vested 33% on March 1, 2025, with 33% vesting on March 1, 2026 and 34% on March 1, 2027. Another award will vest 33% on March 1, 2026, 33% on March 1, 2027 and 34% on March 1, 2028, providing staggered stock delivery over several years.