[Form 3] General Enterprise Ventures, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Theodore Ralston filed a Form 3 reporting initial ownership in General Enterprise Ventures, Inc. He directly owns 8,184,845 shares of Series A Preferred Stock and 2,811,133 shares of Common Stock. He also directly holds 14,000,000 shares of Common Stock underlying Series C Convertible Preferred Stock, which is convertible at any time into 20 common shares per preferred share and has no expiration date. Roles listed: President, CEO, Director and 10% owner.

Positive

• Full disclosure of insider holdings including specific share counts for Series A preferred, common stock, and Series C conversion exposure
• Clear conversion terms provided for Series C Convertible Preferred Stock (20 common shares per preferred; no expiration)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Initial insider disclosure shows executive ownership and large convertible stake that could dilute common shareholders if converted.

The filing documents that Theodore Ralston, serving as President, CEO and Director, is a 10% owner with direct holdings of Series A preferred and common stock plus conversion rights to a substantial common share amount via Series C preferred. The ability to convert Series C at 20:1 with no expiration creates potential dilution overhang for existing common shareholders. This is a routine Section 16 filing but notable for the scale of convertible exposure.

Securities Analyst

TL;DR: Material ownership disclosed but no transaction detail or timing beyond the filing; neutral routine disclosure.

The Form 3 is an initial ownership statement showing exact share counts: 8,184,845 Series A preferred, 2,811,133 common, and rights to 14,000,000 common via Series C conversion. The filing gives explicit conversion mechanics: 20 common shares per Series C preferred and no expiration. There are no reported purchases, sales, or exercise prices to assess cost basis or recent trading activity.

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^*

Ralston Theodore

(Last) (First) (Middle)

2200 ALLENTOWN ROAD

(Street)

LIMA OH 45805

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2025

3. Issuer Name and Ticker or Trading Symbol
General Enterprise Ventures, Inc. [ GEVI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO

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)
Series A Preferred Stock, par value $0.0001	8,184,845	D
Common Stock, par value $0.0001	2,811,133	D

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
Series C Convertible Preferred Stock, par value $0.0001	(1)	(1)	Common Stock, par value $0.0001	14,000,000	(1)	D

Explanation of Responses:

1. The Series C Convertible Preferred Stock is convertible at any time and from time to time at the option of the holder into 20 shares of Common Stock per share of Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock has no expiration date.

Remarks:

	/s/ Theodore Ralston	09/23/2025
	** 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 shares did Theodore Ralston report on Form 3 for GEVID?

He reported direct ownership of 8,184,845 Series A Preferred and 2,811,133 Common Shares, plus 14,000,000 common shares underlying Series C Convertible Preferred Stock.

What are the conversion terms of the Series C Convertible Preferred Stock?

The Series C Convertible Preferred Stock is convertible at any time at the option of the holder into 20 shares of Common Stock per Series C preferred share and has no expiration date.

What roles does the reporting person hold at General Enterprise Ventures?

The Form indicates Theodore Ralston is President, CEO, a Director and a 10% owner of the issuer.

When was the event requiring this Form 3 reported?

The date of the event requiring the statement is 08/11/2025 and the form was signed on 09/23/2025.

Is the Series C conversion reflected as direct or indirect ownership?

The filing lists the 14,000,000 underlying common shares from Series C Convertible Preferred Stock as Direct (D) ownership.