GE Vernova (GEV) accounting chief exercises RSUs, withholds shares for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GE Vernova Inc.’s Chief Accounting Officer Matthew Joseph Potvin reported several equity transactions involving restricted stock units and common stock. On March 1, 2026, he exercised multiple restricted stock unit awards, receiving several lots of GE Vernova common stock at a per-share price of $0.00. To cover tax obligations, portions of the newly delivered common shares were disposed of in tax-withholding transactions at a reported price of $873.60 per share. After these transactions, he directly owned 5,882 shares of GE Vernova common stock. Separately, on February 27, 2026, he received a grant of 497 restricted stock units, each representing the right to one share of common stock at settlement.

Insider Trade Summary

4,783 shares exercised/converted

Mixed 13 txns

Insider Potvin Matthew Joseph

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	938	$0.00	--
Exercise	Restricted Stock Units	2,529	$0.00	--
Exercise	Restricted Stock Units	948	$0.00	--
Exercise	Restricted Stock Units	368	$0.00	--
Exercise	Common stock, par value $0.01 per share	938	$0.00	--
Tax Withholding	Common stock, par value $0.01 per share	486	$873.60	$425K
Exercise	Common stock, par value $0.01 per share	2,529	$0.00	--
Tax Withholding	Common stock, par value $0.01 per share	1,292	$873.60	$1.13M
Exercise	Common stock, par value $0.01 per share	948	$0.00	--
Tax Withholding	Common stock, par value $0.01 per share	484	$873.60	$423K
Exercise	Common stock, par value $0.01 per share	368	$0.00	--
Tax Withholding	Common stock, par value $0.01 per share	188	$873.60	$164K
Grant/Award	Restricted Stock Units	497	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common stock, par value $0.01 per share — 4,487 shares (Direct)

Footnotes (1)

Each restricted stock unit represents the right to receive, at settlement, one share of GE Vernova Inc. ("GE Vernova") common stock. 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. 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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 07:15 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Potvin Matthew Joseph

(Last)

(First)

(Middle)

58 CHARLES STREET

(Street)

CAMBRIDGE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share	03/01/2026		M		938	A	$0	4,487	D
Common stock, par value $0.01 per share	03/01/2026		F		486	D	$873.6	4,001	D
Common stock, par value $0.01 per share	03/01/2026		M		2,529	A	$0	6,530	D
Common stock, par value $0.01 per share	03/01/2026		F		1,292	D	$873.6	5,238	D
Common stock, par value $0.01 per share	03/01/2026		M		948	A	$0	6,186	D
Common stock, par value $0.01 per share	03/01/2026		F		484	D	$873.6	5,702	D
Common stock, par value $0.01 per share	03/01/2026		M		368	A	$0	6,070	D
Common stock, par value $0.01 per share	03/01/2026		F		188	D	$873.6	5,882	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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.

Remarks:

	/s/ Richmond Glasgow, VP, Chief Corporate Counsel & Deputy Secretary, as attorney-in-fact	03/03/2026
	** 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 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did GE Vernova (GEV) report for Matthew Joseph Potvin?

Matthew Joseph Potvin reported exercising several restricted stock unit awards into GE Vernova common stock and related tax-withholding share dispositions. He also received a separate grant of 497 restricted stock units, each convertible into one share of common stock at settlement.

Did Matthew Joseph Potvin buy or sell GE Vernova (GEV) shares on the open market?

The reported common stock activity reflects exercises of restricted stock units and tax-withholding dispositions, not open-market purchases or sales. Shares were delivered at a price of $0.00 and some were withheld at $873.60 per share to satisfy tax liabilities.

How many GE Vernova (GEV) shares does Matthew Joseph Potvin own after these transactions?

Following the reported March 1, 2026 transactions, Matthew Joseph Potvin directly owns 5,882 shares of GE Vernova common stock. This figure reflects the net position after both the exercises of restricted stock units and the related tax-withholding share dispositions.

What does the Form 4 show about restricted stock units for GE Vernova (GEV)?

The Form 4 shows multiple restricted stock unit awards being exercised into common stock and a new grant of 497 restricted stock units. Each restricted stock unit represents the right to receive one GE Vernova common share upon settlement, according to the filing’s footnotes.

What is the meaning of transaction code "F" in the GE Vernova (GEV) Form 4?

Transaction code "F" in this Form 4 is described as payment of exercise price or tax liability by delivering securities. In practice, some GE Vernova shares received from restricted stock unit exercises were disposed of to satisfy tax obligations at $873.60 per share.

Were any new equity awards granted to Matthew Joseph Potvin by GE Vernova (GEV)?

Yes. On February 27, 2026, he received an award of 497 restricted stock units. Each unit entitles him to one share of GE Vernova common stock at settlement, adding to his potential future equity stake in the company.