Published
# GE Vernova Inc. (GEV) — Material events from SEC current reports GE Vernova is a domestic filer, so its audited and interim financial statements live in the Form 10-K and Form 10-Q. The Current Reports on Form 8-K below furnish results releases and report corporate actions. Where an item appears only in a furnished results release and nowhere else in the company's filings, that is noted. Five earlier quarterly results releases — for the second, third and fourth quarters of 2024 and the first and second quarters of 2025 (accessions 0001996810-24-000065, 0001996810-24-000080, 0001996810-25-000004, 0001996810-25-000072 and 0001996810-25-000132) — are not given separate entries below. The principal corporate actions they report are the sale of part of the Steam Power nuclear activities to Electricité de France, successive monetizations of GE Vernova T&D India stakes, the initial $6 billion repurchase authorization and first $0.25 quarterly dividend approved in the fourth quarter of 2024, and the completed purchase of Woodward's gas turbine combustion parts business in the first quarter of 2025. ## Filings that contain financial statements The quarterly results releases are furnished as Exhibit 99 to Form 8-K under Item 2.02. Their format is not uniform. The releases for the first three quarters of a year are not full financial statements: there is no balance sheet. Every release, the fourth-quarter ones included, carries a total company results table (revenues, net income and margin, diluted EPS, cash from operating activities), segment tables (orders, revenues, segment EBITDA and margin; from the fourth quarter of 2024 onward these also carry cost of revenues, SG&A and R&D), and non-GAAP reconciliations to organic revenue, adjusted EBITDA and free cash flow. The fourth-quarter releases additionally carry the three primary statements — a Consolidated and Combined Statement of Income (Loss), Statement of Financial Position and Statement of Cash Flows, each unaudited. - **Accession 0001996810-26-000147** (Form 8-K filed July 22, 2026) — second quarter and first six months of 2026. Three months and six months ended June 30, 2026 with 2025 comparatives. - **Accession 0001996810-26-000063** (Form 8-K filed April 22, 2026) — first quarter of 2026, three months ended March 31, 2026 with 2025 comparative. - **Accession 0001996810-26-000012** (Form 8-K filed January 28, 2026) — fourth quarter and full year 2025, three months and twelve months ended December 31, 2025 with 2024 comparatives. This one also holds the three primary statements, including a statement of financial position at December 31, 2025 and 2024 showing total assets of $63,016 million against $51,485 million. - **Accession 0001996810-25-000159** (Form 8-K filed October 22, 2025) — third quarter and first nine months of 2025. **One figure to trace carefully.** The Form 10-Q for the quarter ended June 30, 2026 (accession 0001996810-26-000148) presents its Consolidated Statement of Cash Flows for the **six months only**. Every *three-month* cash figure for the second quarter of 2026 — cash from operating activities of $5,492 million and free cash flow of $5,107 million — comes from the results release furnished under accession 0001996810-26-000147, not from the quarterly report. ## Corporate transactions **Prolec GE — step acquisition of the remaining 50%, closed February 2, 2026.** This was not an ordinary purchase. GE Vernova already owned half of Prolec GE, an unconsolidated joint venture with Xignux, and acquired the remaining fifty percent for cash consideration of $5,254 million. Because it held a pre-existing 50% interest, it remeasured that previously held equity interest to fair value on the acquisition date — valued at $4,402 million using the implied total equity value from the transaction price adjusted for an assumed control premium — and recognized a **pre-tax gain of $3,992 million** in Other income (expense) — net in the first quarter of 2026. Total preliminary purchase consideration was therefore $9,656 million against $4,343 million of identifiable net assets acquired, including $4,172 million of intangible assets. The gain is non-cash and non-recurring, and it is the reason first-half 2026 net income of $5,398 million bears no relation to first-half operations. Prolec GE results are consolidated in the Electrification segment from February 2, 2026; a fair-value step-up of acquired inventory added $106 million of cost of equipment in the first half ($35 million in the second quarter). The deal was announced in October 2025 at $5.275 billion and originally expected to close by mid-2026 (accession 0001996810-25-000159); the January 28, 2026 release confirmed regulatory approvals and a February 2, 2026 closing date (accession 0001996810-26-000012); closing was confirmed in the first-quarter release (accession 0001996810-26-000063), and the acquisition accounting appears in the Form 10-Q, accession 0001996810-26-000148. No dedicated Form 8-K was filed for either the signing or the closing. **Proficy divestiture — closed in the first quarter of 2026.** GE Vernova completed the sale of the Proficy manufacturing software business, part of its Grid Automation & Software business, to TPG. Net cash proceeds were $598 million and the pre-tax gain was $330 million ($210 million after tax), recorded in Other income (expense) — net. The agreement was announced in October 2025 at $0.6 billion with closing expected in the first half of 2026 (accession 0001996810-25-000159); the closing is reported in the first-quarter 2026 release (accession 0001996810-26-000063) and in the Form 10-Q, accession 0001996810-26-000148. **Robotech Automation — closed in July 2026, no price disclosed.** The second-quarter 2026 results release states that GE Vernova announced the acquisition of Robotech Automation, to accelerate robotics and automation capabilities, and that **the transaction closed in July** (accession 0001996810-26-000147). This is the only disclosure of the transaction in the company's filings: no dedicated Form 8-K was filed, and the Form 10-Q for the quarter ended June 30, 2026 does not mention it. Purchase price, financing and segment assignment are not disclosed. Because it closed after June 30, 2026, it contributes nothing to the reported second-quarter results. **Other portfolio activity.** In the first quarter of 2026 the company also sold Linden VFT LLC, a merchant transmission facility in the Gas Power business, for $138 million of net cash proceeds and a $1 million pre-tax gain, and monetized a 2% stake in China XD Electric Co Ltd. for roughly $0.2 billion of pre-tax proceeds; in the second quarter it monetized its remaining China XD Electric stake for approximately $0.6 billion of pre-tax proceeds (accessions 0001996810-26-000063, 0001996810-26-000147, 0001996810-26-000148). The acquisition of Alteia SAS, an AI capability for the GridOS platform, was completed in the third quarter of 2025 (accession 0001996810-25-000159). ## Debt issuance **February 4, 2026 — $2.6 billion senior notes offering completed.** GE Vernova closed an underwritten public offering of $600 million of 4.250% Senior Notes due 2031, $1.0 billion of 4.875% Senior Notes due 2036 and $1.0 billion of 5.500% Senior Notes due 2056, off a Form S-3 registration statement filed January 29, 2026. The notes are senior unsecured and unsubordinated, issued under a base indenture dated February 4, 2026 with The Bank of New York Mellon as trustee and a first supplemental indenture of the same date, and are redeemable at a make-whole price before their par call dates (January 4, 2031; November 4, 2035; August 4, 2055) and at par thereafter. The underwriting agreement, dated February 2, 2026, was with Citigroup Global Markets, J.P. Morgan Securities and Morgan Stanley & Co. as representatives. Net proceeds are intended for general corporate purposes **including financing a portion of the Prolec GE purchase price**. Reported in the Form 8-K under accession 0001140361-26-003735 (underwriting agreement, indentures and validity opinion filed as exhibits). This took total debt excluding finance leases from under $0.1 billion at December 31, 2025 to $2.6 billion at June 30, 2026. ## Capital returns - The board raised the share repurchase authorization to $10.0 billion from $6.0 billion on December 9, 2025, and doubled the quarterly dividend to $0.50 per share from $0.25, declared the same day and payable February 2, 2026 (accession 0001996810-26-000012). - First quarter 2026: approximately 1.8 million shares repurchased for $1.3 billion at an average price of $720 (accession 0001996810-26-000063). - Second quarter 2026: approximately 2.5 million shares repurchased for $2.3 billion, 4.3 million shares year to date through June 30 at an average price of $854 (accession 0001996810-26-000147). - The company voluntarily contributed approximately $0.5 billion to the GE Energy Pension Plan in the second quarter of 2026 to reduce future funding requirements and plan premiums (accession 0001996810-26-000147). ## Guidance Guidance has been raised at each of the last three results releases. - **January 28, 2026** (accession 0001996810-26-000012): 2026 revenue raised to $44–$45 billion from $41–$42 billion and free cash flow to $5.0–$5.5 billion from $4.5–$5.0 billion, with adjusted EBITDA margin of 11%–13%, in each case now including Prolec GE. The outlook by 2028 was raised to $56 billion of revenue from $52 billion, 20% adjusted EBITDA margin, and cumulative free cash flow of at least $24 billion from at least $22 billion. - **April 22, 2026** (accession 0001996810-26-000063): 2026 revenue raised to $44.5–$45.5 billion, adjusted EBITDA margin to 12%–14% from 11%–13%, and free cash flow to $6.5–$7.5 billion from $5.0–$5.5 billion. - **July 22, 2026** (accession 0001996810-26-000147): 2026 revenue raised to $45.5–$46.5 billion and free cash flow raised sharply to $11.5–$12.5 billion from $6.5–$7.5 billion; adjusted EBITDA margin guidance held at 12%–14%. Management also stated it expects at least 125 GW of gas equipment under contract by year-end 2026, up from the at-least-110 GW figure given in April. ## Management changes **August 25, 2026 — Chief Financial Officer transition** (accession 0001996810-26-000153). Kenneth Parks will retire as Chief Financial Officer on April 2, 2027, serving as strategic advisor to CEO Scott Strazik from January 1, 2027 until that date. Claire McDonough, 45, becomes Chief Financial Officer effective January 1, 2027 and joins as strategic advisor on November 1, 2026. She has been Chief Financial Officer of Rivian Automotive since January 2021 and previously held roles at J.P. Morgan and Fairway Market, and has served on the AutoZone board since April 2025. Her offer letter provides base salary of $1,000,000, a target annual incentive of 100% of salary (prorated for 2026), a long-term incentive award with a target grant value of $5,225,000 expected in 2027, and make-whole awards for forfeited compensation: a one-time long-term incentive award valued at $14,500,000 (half restricted stock units vesting 33%/33%/34% over three years, half performance share units vesting after three years, both accelerating on a termination without cause) and a $5,000,000 cash sign-on payment repayable in full if she resigns within twelve months. Mr. Parks's resignation agreement provides continued salary and benefits through the retirement date, eligibility for a 2026 annual bonus and a prorated 2027 bonus at target, and forfeiture of unvested equity as of the retirement date. The agreements themselves are to be filed with the Form 10-Q for the quarter ending September 30, 2026. **January 21, 2026 — Power segment leadership change** (accession 0001996810-26-000004). Mavi Zingoni resigned as Chief Executive Officer, Power Segment effective January 21, 2026 under a mutual exit agreement, remaining as an advisor until leaving the company on June 30, 2026. Eric Gray was appointed Chief Executive Officer, Power Segment effective the same date while continuing as President and Chief Executive Officer, Gas Power. ## Shareholder meetings **May 20, 2026 annual meeting** (accession 0001996810-26-000115). Stockholders elected Class II directors Matthew Harris, Martina Hund-Mejean and Paula Rosput Reynolds, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as auditor for fiscal 2026. A stockholder proposal requesting a report assessing sustainability goals on a net-present-value and return-on-investment basis was defeated, receiving 2,895,955 votes for against 187,794,281 against. **May 14, 2025 annual meeting** (accession 0001996810-25-000115). Class I directors Steve Angel, Arnold Donald and Jesus Malave were elected, executive compensation was approved, stockholders selected an annual frequency for future say-on-pay votes, and Deloitte & Touche LLP was ratified as auditor for fiscal 2025. ## Governance **September 5, 2024** (accession 0001996810-24-000078). The Compensation and Human Capital Committee adopted an Executive Change in Control Severance Benefits Policy for U.S. executive officers, providing on a qualifying termination within 24 months of a change in control cash severance of 150% of base salary plus 150% of target bonus (200% for the Chief Executive Officer), a prorated bonus, and full vesting acceleration of assumed time-based equity awards, with performance awards deemed earned at the greater of target or actual performance. ## Items not covered by a Current Report Several corporate actions with real financial consequence were disclosed only inside furnished results releases or the quarterly report, with no dedicated Form 8-K: the signing and the closing of the Prolec GE step acquisition, the Proficy sale, the Robotech Automation acquisition, the China XD Electric and Linden VFT disposals, and the December 9, 2025 increases to the dividend and the repurchase authorization. Readers tracing these to a source filing should go to the results releases and the Form 10-Q cited above rather than looking for a current report.