GE Vernova (GEV) CEO logs RSU exercises, tax withholdings and new grants

Rhea-AI Filing Summary

GE Vernova Inc. CEO & President Scott Strazik reported multiple equity compensation transactions. On March 1, 2026, he exercised several restricted stock unit awards into common stock of GE Vernova, increasing his directly held common shares while some of the newly issued shares were disposed of to cover tax liabilities.

On February 27, 2026, Strazik received a grant of 5,326 restricted stock units and an award of 7,248 employee stock options, both tied to GE Vernova common stock and subject to future vesting schedules described in the footnotes. The filing also notes indirect holdings of common stock through his 401(k) plan and his spouse’s 401(k).

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Strazik Scott

(Last) (First) (Middle)

58 CHARLES STREET

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

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 & President

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/01/2026		M		8,996	A	$0	96,741	D
Common stock, par value $0.01 per share	03/01/2026		F		4,216	D	$873.6	92,525	D
Common stock, par value $0.01 per share	03/01/2026		M		67,272	A	$0	159,797	D
Common stock, par value $0.01 per share	03/01/2026		F		32,809	D	$873.6	126,988	D
Common stock, par value $0.01 per share	03/01/2026		M		6,756	A	$0	133,744	D
Common stock, par value $0.01 per share	03/01/2026		F		3,267	D	$873.6	130,477	D
Common stock, par value $0.01 per share	03/01/2026		M		3,038	A	$0	133,515	D
Common stock, par value $0.01 per share	03/01/2026		F		1,469	D	$873.6	132,046	D
Common stock, par value $0.01 per share								2,356	I	By 401(k)
Common stock, par value $0.01 per share								1,288	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 (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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(1)	03/01/2026		M			8,996	(2)	(2)	Common stock, par value $0.01 per share	8,996	$0	0	D
Restricted Stock Units	(1)	03/01/2026		M			67,272	(3)	(3)	Common stock, par value $0.01 per share	67,272	$0	0	D
Restricted Stock Units	(1)	03/01/2026		M			6,756	(4)	(4)	Common stock, par value $0.01 per share	6,756	$0	6,962	D
Restricted Stock Units	(1)	03/01/2026		M			3,038	(5)	(5)	Common stock, par value $0.01 per share	3,038	$0	6,170	D
Restricted Stock Units	(1)	02/27/2026		A		5,326		(6)	(6)	Common stock, par value $0.01 per share	5,326	$0	5,326	D
Employee Stock Option (right to buy)	$873.6	02/27/2026		A		7,248		(7)	02/27/2036	Common stock, par value $0.01 per share	7,248	$0	7,248	D

Explanation of Responses:

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.

7. Represents an award of an employee stock option with respect to GE Vernova common stock, of which 33% will become exercisable on March 1, 2027, 33% will become exercisable on March 1, 2028 and 34% will become exercisable on March 1, 2029.

Remarks:

	/s/ Richmond Glasgow, VP, Chief Corporate Counsel & Deputy Secretary, as attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did GEV CEO Scott Strazik report on this Form 4?

Scott Strazik reported exercising multiple restricted stock unit awards into GE Vernova common stock and disposing of some shares to satisfy tax obligations. He also reported new grants of restricted stock units and employee stock options, plus indirect common stock holdings through 401(k) accounts.

Did the GEV Form 4 show Scott Strazik acquiring or disposing of more shares overall?

The Form 4 shows both acquisitions and dispositions. Strazik acquired common stock through exercises of restricted stock units and received new equity awards, while some shares were withheld and disposed of to cover tax liabilities, resulting in mixed acquisition and disposition activity overall.

What new equity awards did GEV grant to Scott Strazik on February 27, 2026?

On February 27, 2026, Scott Strazik received a grant of 5,326 restricted stock units and 7,248 employee stock options tied to GE Vernova common stock. These awards vest in installments over future years, as detailed in the vesting schedules described in the filing footnotes.

How were taxes handled on Scott Strazik’s GE Vernova share exercises?

Taxes were satisfied through share withholding transactions coded as “F,” meaning shares of GE Vernova common stock were disposed of to pay tax liabilities. This approach avoids a separate cash payment by using a portion of the newly acquired shares to meet tax obligations.

Does Scott Strazik hold GE Vernova shares indirectly through retirement plans?

Yes. The Form 4 notes indirect ownership of GE Vernova common stock through a 401(k) account in his name and an additional 401(k) account held by his spouse. These holdings are reported as indirect ownership interests separate from his directly held common shares.

What do the restricted stock unit awards in the GEV Form 4 represent?

Each restricted stock unit represents the right to receive one share of GE Vernova common stock upon settlement. Several RSU awards originated from converted General Electric equity incentives related to the GE Vernova spin-off and vest over multi-year schedules tied to specific March vesting dates.