GEV · GE Vernova Inc.
19 filings
GEV 8-K Current Reports
GE Vernova Inc. - 19 current reports
GEV filed 2 annual reports (10-K), 8 quarterly reports (10-Q) and 19 current reports (8-K) between 2024 and 2026.
- 8-K · Mar 8, 2024
- 8-K · Apr 2, 2024
- 8-K · Apr 25, 2024
- 10-Q · Apr 30, 2024
- 8-K · May 17, 2024
- 8-K · Jul 24, 2024
- 10-Q · Jul 24, 2024
- 8-K · Sep 10, 2024
- 8-K · Oct 23, 2024
- 10-Q · Oct 23, 2024
- 8-K · Jan 22, 2025
- 10-K · Feb 6, 2025
- 10-Q · Apr 23, 2025
- 8-K · Apr 23, 2025
- 8-K · May 16, 2025
- 10-Q · Jul 23, 2025
- 8-K · Jul 23, 2025
- 10-Q · Oct 22, 2025
- 8-K · Oct 22, 2025
- 8-K · Jan 21, 2026
- 8-K · Jan 28, 2026
- 10-K · Jan 29, 2026
- 8-K · Feb 4, 2026
- 8-K · Apr 22, 2026
- 10-Q · Apr 22, 2026
- 8-K · May 22, 2026
- 10-Q · Jul 22, 2026
- 8-K · Jul 22, 2026
- 8-K · Aug 27, 2026
GE Vernova Inc. 8-K Report, Executive Changes (Aug 27, 2026)
GE Vernova Inc. (GEV) announced a leadership transition in its finance department via an 8-K filing on August 27, 2026. Chief Financial Officer Kenneth Parks will retire on April 2, 2027, after a crucial period of guidance during the company's spin-off and initial operations. Mr. Parks will serve as a strategic advisor to CEO Scott Strazik until his retirement, ensuring a smooth handover. Claire McDonough will assume the role of CFO, effective January 1, 2027, and will join as a strategic advisor starting November 1, 2026. Ms. McDonough brings extensive financial experience from her tenure as CFO of Rivian Automotive and previous roles at J.P. Morgan. Her compensation package includes a significant base salary, annual incentive opportunity, and substantial long-term equity awards, including make-whole provisions for forfeited compensation from her prior employer. This transition signals continuity and a continued focus on financial leadership for GE Vernova.
GE Vernova Inc. 8-K Report, Financial Results (Jul 22, 2026)
GE Vernova (GEV) reported second-quarter 2026 results on July 22, 2026, and raised its full-year 2026 guidance. Orders reached $24.2B, up 88% organically, led by Power (orders $16.7B, up 134% organically, driven by gas turbine slot reservations and orders) and Electrification (orders $6.3B, up 66% organically, book-to-bill about 1.7). Total backlog reached $176B, with the Company growing it by $13.0B sequentially. Revenue was $11.1B, up 22% reported and 12% organically, and adjusted EBITDA margin expanded to 11.3%, up 280 bps reported and 340 bps organically. GAAP net income of $0.6B was flat-to-up year over year, but year-to-date GAAP net income of $5.4B is inflated by a $4.0B pre-tax remeasurement gain from acquiring the remaining 50% of Prolec GE, so it should not be read as run-rate earnings. Cash generation was the standout. Operating cash flow was $5.5B in the quarter and free cash flow was $5.1B, bringing year-to-date free cash flow to $9.9B. Management raised 2026 free cash flow guidance to $11.5-$12.5B from $6.5-$7.5B, lifted revenue guidance to $45.5-$46.5B, and held adjusted EBITDA margin guidance at 12%-14%. The company ended the quarter with $13.1B in cash and has returned $3.9B to shareholders year to date. Wind remains the weak spot, with segment revenue down 10% and an EBITDA loss of $0.3B in the quarter, and full-year Wind EBITDA losses guided to about $400M. Management says the company is on track for 20 GW of annual gas turbine output in Q3 2026, 24 GW in 2028, and 30 GW in 2030 under planned actions, with at least 125 GW of gas equipment under contract by year-end 2026. Investors should watch execution on this capacity ramp, the sustainability of the working-capital benefit that drove much of the free cash flow upside, and the Wind segment's turnaround.
GE Vernova Inc. 8-K Report, Shareholder Vote Results (May 22, 2026)
GE Vernova Inc. (GEV) filed an 8-K on May 22, 2026, reporting the results of its annual meeting of stockholders held on May 20, 2026. The key outcomes include the election of three Class II directors, the advisory approval of executive compensation, and the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2026. The company's management and board can take comfort from the strong shareholder support for these routine corporate governance matters. Notably, a shareholder proposal requesting a report assessing sustainability goals based on net-present-value and return-on-investment calculations was not approved. This outcome suggests that, at this time, a majority of shareholders do not wish to mandate such a specific reporting framework for sustainability initiatives, though it does not negate the company's ongoing commitment to sustainability itself. Investors should monitor GE Vernova's continued disclosures on its sustainability performance and strategy.
GE Vernova Inc. 8-K Report, Financial Results (Apr 22, 2026)
GE Vernova (GEV) reported first-quarter 2026 results on April 22, 2026, and raised its full-year 2026 guidance. Orders were $18.3B, up 71% organically, with growth in all three segments, and backlog grew by $13.0B sequentially (including roughly $5B from Prolec GE). Revenue rose 16% to $9.3B (7% organically), led by Electrification and Power equipment. GAAP net income was $4.75B (diluted EPS $17.44), but this is heavily inflated by $4.5B of pre-tax M&A gains, primarily the remeasurement gain on the Prolec GE stake, so investors should focus on operating metrics rather than headline earnings. Operating momentum was strong. Adjusted EBITDA nearly doubled to $896M, with margin expanding 390 bps to 9.6%. Free cash flow was $4.8B, more than quadrupling year over year and exceeding all of 2025, helped by working capital benefits. Power orders rose 59% organically and gas turbine backlog plus slot reservation agreements reached 100 GW, with management now targeting at least 110 GW by year-end 2026. Electrification booked $7.1B of orders (book-to-bill of roughly 2.5) and ended the quarter with a $38.6B equipment backlog. Wind remained a drag, with revenue down 23% and segment EBITDA losses of $382M. Full-year 2026 guidance was raised across the board: revenue to $44.5-45.5B (from $44-45B), adjusted EBITDA margin to 12%-14% (from 11%-13%), and free cash flow to $6.5-7.5B (from $5.0-5.5B). Capital returns continued, with $1.3B of buybacks and $0.5 per share in quarterly dividends, while the company closed the Prolec GE acquisition (about $5.3B cash) and kept a $10.2B cash balance. Investors should weigh the strong growth and margin trajectory against Wind losses, the large one-time gains, and execution risk around the 110 GW gas turbine target.
GE Vernova Inc. 8-K Report, Corporate Update (Feb 4, 2026)
GE Vernova Inc. (GEV) announced the successful completion of a significant public offering of senior unsecured notes totaling $2.6 billion. This offering comprises three tranches with varying maturities and interest rates: $600 million of 4.250% Senior Notes due 2031, $1 billion of 4.875% Senior Notes due 2036, and $1 billion of 5.500% Senior Notes due 2056. The proceeds from this issuance are earmarked for general corporate purposes and, notably, to fund a portion of the acquisition of the remaining 50% stake in Prolec GE, which closed shortly before this offering. This debt issuance signifies GE Vernova's strategic moves to strengthen its financial position and support key growth initiatives. The dual purpose of the funding, covering both general operations and a significant acquisition, indicates management's confidence in future cash flows and strategic direction. Investors should note the fixed interest rates and maturities, which provide predictability for the company's debt servicing obligations and offer investors different yield and duration profiles.
GE Vernova Inc. 8-K Report, Financial Results (Jan 28, 2026)
GE Vernova (GEV) reported strong fourth-quarter and full-year 2025 results, with orders, backlog, margins and free cash flow all improving. Q4 orders reached $22.2B (+65% organically), revenue was $11.0B (+4%, +2% organically), and adjusted EBITDA margin was 10.6%. For the full year, revenue rose 9% to $38.1B, adjusted EBITDA margin expanded 260 bps to 8.4%, and free cash flow more than doubled to $3.7B. Backlog reached $150B, with equipment margin in backlog up six points year-over-year. Reported net income was inflated by a $2.9B non-cash tax benefit from a U.S. valuation allowance release, so investors should focus on operating metrics such as adjusted EBITDA and free cash flow. Management raised its 2026 outlook to revenue of $44-45B (from $41-42B), adjusted EBITDA margin of 11-13%, and free cash flow of $5.0-5.5B (from $4.5-5.0B). The increase reflects the planned Prolec GE acquisition, which was expected to close February 2, 2026 for $5.275B to acquire the remaining 50% stake. The 2028 outlook was also raised to $56B revenue (from $52B), a 20% adjusted EBITDA margin, and at least $24B of cumulative free cash flow (from $22B). Power is the main growth driver, while Wind remains a drag, with 2026 organic revenue expected to decline by low double digits and approximately $400M of segment EBITDA losses. Capital returns and balance sheet strengthened during the quarter. The board doubled the quarterly dividend to $0.50 per share and the buyback authorization was increased to $10B from $6B. S&P and Fitch upgraded the company's credit ratings to BBB and BBB+, respectively, both with positive outlooks. Cash ended the year at $8.8B. Risks to monitor include Wind's continued losses, offshore wind contract charges, execution on the gas turbine slot reservation backlog, and the integration of Prolec GE.
GE Vernova Inc. 8-K Report, Executive Changes (Jan 21, 2026)
GE Vernova Inc. (GEV) has announced a significant leadership change within its Power Segment. Mavi Zingoni will be stepping down as Chief Executive Officer of the Power Segment, effective January 21, 2026. Ms. Zingoni will transition into an advisory role to ensure a smooth handover, with her departure from the company scheduled for June 30, 2026. This change represents a shift in leadership for a critical segment of GE Vernova's operations, and investors will be keen to understand the implications for the segment's strategic direction and performance under new leadership.
GE Vernova Inc. 8-K Report, Financial Results (Oct 22, 2025)
GE Vernova reported third-quarter 2025 results on October 22, 2025, showing strong demand and continued margin expansion. Orders rose 55% organically to $14.6 billion, led by Power (+50% organically to $7.8 billion) and Electrification (+102% organically to $5.1 billion). Revenue grew 12% (10% organically) to $10.0 billion, and net income was $453 million (4.5% margin). Adjusted EBITDA reached $811 million, an 8.1% margin versus 2.7% a year earlier, and free cash flow was $732 million, down 24% year over year as lower working capital benefits and higher capex offset stronger earnings. Year-to-date, backlog grew about $16 billion and Gas Power equipment backlog plus slot reservation agreements rose from 55 to 62 GW. Management reaffirmed 2025 guidance: revenue trending toward the high end of $36-37 billion, adjusted EBITDA margin of 8-9%, and free cash flow of $3.0-3.5 billion. Electrification organic growth guidance was raised to roughly 25% from about 20%, while Wind guidance worsened to organic revenue down high-single digits and segment EBITDA losses trending toward the bottom of the $200-400 million range (now about $400 million). Capital returns continued, with $2.4 billion returned year to date through buybacks and dividends. The company also announced the $5.275 billion acquisition of the remaining 50% of Prolec GE, expected to close by mid-2026, and an agreement to sell its Proficy software business to TPG for $0.6 billion. For investors, the key questions are whether the record order intake converts into revenue at the expected pace, how Wind losses and tariff-related inflation (trending to the low end of $300-400 million) evolve, and how the Prolec GE acquisition affects leverage and free cash flow. Detailed 2026 guidance is scheduled for the December 9 investor event.
GE Vernova Inc. 8-K Report, Acquisition Completed (Jul 23, 2025)
GE Vernova reported second-quarter 2025 results on July 23, 2025, showing top-line and margin momentum alongside a mixed order picture. Revenue rose 11% to $9.1B (12% organically), with growth in both equipment and services. Orders were $12.4B, up 4% organically, driven by Power, while Electrification orders fell 31% organically against a large prior-year comparison. Net income was $0.5B (5.4% margin), down sharply from $1.3B a year earlier, which included a nonrecurring arbitration refund and a large gain on business interests. Adjusted EBITDA rose 47% to $0.77B, with an 8.5% adjusted EBITDA margin, up 210 bps year over year. The key forward-looking development is a raise to 2025 guidance. Management now expects revenue toward the high end of $36-$37B, an adjusted EBITDA margin of 8%-9%, and free cash flow of $3.0-$3.5B, up from $2.0-$2.5B. Power guidance improved to 6%-7% organic growth and a 14%-15% segment EBITDA margin, and Electrification guidance rose to roughly 20% organic growth. Wind remains a drag, with organic revenue down mid-single digits and segment EBITDA losses of $200-$400M, trending toward the bottom of that range. Tariff-related inflation is now expected toward the low end of $300-$400M, net of mitigation. For investors, the quarter shows improving profitability and cash generation, a backlog that grew $5.2B sequentially, and Gas Power equipment backlog plus slot reservation agreements rising from 50 to 55 GW. Free cash flow of $0.2B in the quarter was well below the prior year's $0.8B, which was flattered by the arbitration refund, so the full-year raise depends on stronger cash conversion in the second half. Capital returns continued, with $1.7B returned year to date, and S&P and Fitch both moved outlooks to Positive. The filing furnishes the press release under Item 2.02 and is not deemed filed under the Exchange Act.
GE Vernova Inc. 8-K Report, Shareholder Vote Results (May 16, 2025)
GE Vernova Inc. (GEV) filed an 8-K reporting the final voting results from its annual meeting of stockholders held on May 14, 2025. The filing confirms the election of three Class I directors to three-year terms, the approval of executive compensation in an advisory vote, and the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2025. Importantly, stockholders also voted in favor of holding advisory votes on executive compensation on an annual basis. These outcomes suggest continued confidence from shareholders in the company's leadership and governance structure. The significant broker non-votes on director elections and executive compensation proposals warrant attention for future engagement strategies.
GE Vernova Inc. 8-K Report, Financial Results (Apr 23, 2025)
GE Vernova (GEV) reported first-quarter 2025 results on April 23, 2025, showing broad-based top-line and margin improvement. Revenue rose 11% to $8.0 billion (up 15% organically), and GAAP net income swung to $264 million from a $106 million loss a year earlier, with diluted EPS of $0.91. Adjusted EBITDA reached $457 million, a 5.7% margin versus 2.6% a year ago. Orders were $10.2 billion, up 8% organically, led by Power equipment (+43% organically for Gas Power equipment) and services (+16%). Cash generation was the standout. Operating cash flow was $1.16 billion, and free cash flow turned positive at $975 million, a $1.6 billion improvement year over year, helped by higher down payments at Power and better working capital linearity. The company ended the quarter with an $8.1 billion cash balance and returned $1.3 billion to shareholders through buybacks and its first $0.25 quarterly dividend. Fitch also revised its outlook on GE Vernova's BBB rating to Positive. The main watch items are the Wind segment, which still posted an EBITDA loss of $146 million and saw orders fall 44%, and tariff-related inflation. Management reaffirmed full-year 2025 guidance of $36-37 billion in revenue, high-single-digit adjusted EBITDA margin, and $2.0-2.5 billion in free cash flow, including an estimated $300-400 million net tariff and inflation impact. Note that this 8-K furnishes the earnings release under Item 2.02 and the financials are unaudited press-release figures.
GE Vernova Inc. 8-K Report, Financial Results (Jan 22, 2025)
GE Vernova (GEV) reported fourth-quarter and full-year 2024 results on January 22, 2025, closing its first full year as a standalone public company with strong top-line momentum, sharply improved profitability, and substantially higher cash generation. Fourth-quarter orders hit a record $13.2 billion (+22% organically), revenue reached a record $10.6 billion (+9% organically), and adjusted EBITDA margin expanded 440 bps to 10.2%. For full year 2024, orders were $44.1 billion (+7% organic), revenue was $34.9 billion (+7% organic), net income swung to $1.6 billion from a $0.5 billion loss, and free cash flow turned solidly positive at $1.7 billion. Ending cash of $8.2 billion, up from $4.2 billion at the April 2024 spin-off, gives the company meaningful financial flexibility. The quality of the results varies by segment. Power was the clear driver, with full-year orders up 28% organically and segment EBITDA margin expanding to 12.5%. Electrification also performed strongly, with orders up 19% organically and HVDC wins in Germany and Korea, and its margin reached 9.0%. Wind remained the weak spot: orders fell 38% organically as Onshore Wind equipment demand dropped, revenue declined 1%, and the segment still posted a $(0.6) billion EBITDA loss, though losses narrowed materially. Investors should note that the 4Q orders surge was partly driven by Electrification's order timing, and that Q4 free cash flow of $0.6 billion fell $1.1 billion year over year on lower customer down payments. Management reaffirmed 2025 guidance of $36-37 billion revenue, high-single-digit adjusted EBITDA margin, and $2.0-2.5 billion free cash flow, alongside segment-level targets. The company also declared a $0.25 quarterly dividend and approved an initial $6 billion share repurchase authorization, with only a nominal amount repurchased in late December. Note that this 8-K furnishes the earnings release under Item 2.02 rather than filing it, and that the release contains non-GAAP measures (adjusted EBITDA, organic growth, free cash flow) that include material adjustments, such as roughly $1.0 billion of gains from business-interest transactions in 2024.
GE Vernova Inc. 8-K Report, Financial Results (Oct 23, 2024)
GE Vernova reported third-quarter 2024 results on October 23, 2024, showing solid top-line and cash performance. Total orders were $9.4B, up 17% organically, led by services (+28% organically). Revenue was $8.9B, up 8% reported and 10% organically, with growth in both equipment and services. Net loss narrowed to $(0.1)B from $(0.2)B a year earlier, and adjusted EBITDA was $243M (2.7% margin), slightly down organically. Free cash flow was a positive $968M, improving $916M year over year, and the cash balance rose to $7.4B from $5.8B in Q2, helped by a roughly $0.7B pre-tax sale of a 16% stake in GE Vernova T&D India. Segment performance was mixed. Power was the clear standout, with orders up 34% organically, revenue up 13% organically, and segment EBITDA margin up 240 basis points organically. Electrification also performed strongly, with revenue up 24% organically and margin expanding about 660 basis points organically to 10.2%. Wind remained the weak point: orders fell 19% organically, and segment EBITDA losses widened to $(317)M on roughly $(0.7)B of incremental Offshore Wind contract losses, partly offset by a roughly $0.3B gain from settling a canceled offshore project. Management reaffirmed full-year 2024 guidance of revenue toward the high end of $34–$35B, adjusted EBITDA margin of 5%–7%, and free cash flow of $1.3–$1.7B, now trending to the high end of that range. Electrification's revenue growth outlook was raised to high-teens, while Wind guidance calls for flat organic revenue and nearly 50% segment EBITDA improvement. Investors should watch for an update on capital allocation and a multi-year outlook at the December investor update event, as well as continued Offshore Wind execution risk.
GE Vernova Inc. 8-K Report, Executive Changes (Sep 10, 2024)
GE Vernova Inc. (GEV) has filed an 8-K report detailing the adoption of a new Executive Change in Control Severance Benefits Policy. This policy, approved by the Compensation and Human Capital Committee, aims to provide enhanced severance benefits to U.S. executive officers and certain other employees in the event of a "Change in Control" followed by a "Covered Termination" (termination without cause or by the employee for good reason) within a 24-month period. The policy standardizes and potentially increases severance payouts compared to previous arrangements, offering a significant multiple of base salary and target annual bonus, with the CEO receiving a higher percentage. It also addresses equity award vesting, providing for accelerated vesting of time-based awards and accelerated performance achievement for performance-based awards under specified conditions. Additionally, the report announces the date for GE Vernova's first annual meeting of stockholders, scheduled for May 14, 2025. The filing also outlines the advance notice deadlines for stockholders wishing to submit proposals or nominate directors for inclusion in the company's proxy materials or for presentation at the meeting, providing crucial timelines for shareholder engagement. These announcements are important for investors to understand executive compensation structures in potential change of control scenarios and to plan for participation in corporate governance activities.
GE Vernova Inc. 8-K Report, Financial Results (Jul 24, 2024)
GE Vernova (GEV) reported second-quarter 2024 results on July 24, 2024, its first full quarter cycle following the April 2, 2024 spin-off from General Electric. Total orders of $11.8 billion exceeded revenue by 1.4x, but orders declined 7% organically, mainly because a large Offshore Wind order placed in Q2 2023 was canceled in Q4 2023. Revenue rose 1% reported and 2% organically to $8.2 billion, with services growing 7% reported and 9% organically. GAAP net income was $1.3 billion, swinging $1.4 billion year over year, but this was inflated by non-recurring items, including a $0.9 billion pre-tax gain on the partial sale of Steam Power nuclear activities to EDF and a roughly $0.25 billion arbitration refund. Adjusted EBITDA was $524 million (6.4% margin), compared with $203 million a year earlier, and free cash flow was $821 million versus negative $447 million. The underlying operating story is stronger than the headline GAAP swing suggests. Power is the main earnings driver, with orders up 30% organically and segment EBITDA margin rising to 13.8%. Electrification backlog grew 35% year over year, and its margin improved to 7.2%. Wind remains the weak spot: revenue fell 21%, and the segment still posted a negative EBITDA margin of (5.7)%, although that was a 430 bps improvement. Management raised 2024 guidance, now expecting revenue at the high end of $34-35 billion, an adjusted EBITDA margin of 5%-7%, and free cash flow of $1.3-1.7 billion, up from $0.7-1.1 billion. Investors should note that the raised guidance relies on the company sustaining its working-capital and productivity gains, and that the Q2 results include meaningful one-time gains that will not recur.
GE Vernova Inc. 8-K Report, Executive Changes (May 17, 2024)
GE Vernova Inc. (NYSE: GEV) filed this 8-K on May 17, 2024 to disclose a board change and the publication of equity award forms. On May 16, 2024, the Board expanded from eight to nine members and elected Martina Hund-Mejean, former CFO of Mastercard, as an independent Class II director. She was appointed to the Audit Committee and Compensation Committee. Her pay follows the company's standard non-employee director program: a $140,000 annual cash retainer (prorated for partial service) plus a $185,000 restricted stock unit grant, which all seven other non-employee directors also received that day. She also gets an indemnification agreement matching the company's existing director agreements. The filing has limited direct financial impact. It adds a director with deep finance and governance experience, which may strengthen oversight of financial reporting and executive pay through her audit and compensation committee roles. The company's governance structure is still maturing as it operates as a standalone public company following its spin-off from General Electric, so board additions like this are part of building that structure. The filing also attaches forms of award agreements under the GE Vernova Inc. 2024 Long-Term Incentive Plan for directors and executives, covering restricted stock units, stock options, and performance stock units. These forms provide transparency on how equity compensation will be structured. Investors may want to review the actual grant terms, vesting conditions, and performance metrics in the exhibits, since these determine how management incentives align with shareholder value.
GE Vernova Inc. 8-K Report, Financial Results (Apr 25, 2024)
GE Vernova (GEV) reported first-quarter 2024 results on April 25, 2024, its first quarterly report as an independent company following its April 2, 2024 spin-off from GE. Total revenue rose 6% to $7.26B (5% organically), led by Services, which grew 9%. Orders were flat at $9.7B, with orders exceeding revenue, which supported continued backlog growth. Net loss narrowed to $(106)M from $(346)M, and GAAP EPS improved to $(0.47) from $(1.15). Adjusted EBITDA swung to a positive $189M from $(185)M, a 2.6% margin, up 530 bps. Margin expansion was broad-based. Power revenue grew 6% with segment EBITDA margin of 8.6%, up 400 bps, and orders rose 25% on strong heavy-duty and aeroderivative gas turbine demand. Wind orders fell 40% as North American onshore customers worked through siting and permitting, though the segment's margin improved to (10.6)% and onshore wind turned positive for a third consecutive quarter. Electrification revenue grew 24% on Grid Solutions strength, and its margin reached 4.0%, though orders declined 7% against a non-repeat of large HVDC awards. Cash flow remained negative in the seasonally weak first quarter, with operating cash use of $(444)M and free cash flow of $(661)M, both improved year over year. Management reaffirmed full-year 2024 guidance of $34-35B revenue, high-end mid-single-digit adjusted EBITDA margin, and $0.7-1.1B free cash flow, and expects cash generation to improve each quarter. Investors should note that the 2024 outlook still depends on a sharp cash-flow ramp, and that the Wind segment remains a drag on results.
GE Vernova Inc. 8-K Report, Material Agreement (Apr 2, 2024)
On April 2, 2024, GE completed the spin-off of GE Vernova Inc. (GEV), distributing one GEV share for every four GE shares held on March 19, 2024. GEV began trading independently on the NYSE that day. The filing centers on the agreements that govern the separation: a Separation and Distribution Agreement, Transition Services Agreement (generally up to two years), Tax Matters Agreement, Employee Matters Agreement, Trademark License Agreement, Real Estate Matters Agreement, and Framework Investment Agreement. Key investor considerations include GEV's indemnification obligations to GE for tax matters, a two-year restriction on certain strategic transactions that could preserve the tax-free treatment of the spin-off, and GE credit support (parent guarantees, letters of credit and similar instruments) that GEV must work to replace, with a fee payable to GE beginning January 1, 2025. GEV also closed $6.0 billion of new credit facilities: a $3.0 billion five-year unsecured revolving credit facility, undrawn at closing and intended for intra-quarter working capital, and a $3.0 billion standby letter of credit and bank guarantee facility, not expected to be utilized. Both mature April 2, 2029. The Framework Investment Agreement shows GE retaining existing U.S. onshore wind tax equity investments, with GE's balance sheet exposure capped at $2.0 billion (or $2.7 billion including unfunded commitments) absent GE consent. Governance changed at separation. Scott Strazik became CEO, Kenneth Parks CFO, and Stephen Angel non-executive chair. Directors were divided into three classes, and the board adopted a standard non-employee director compensation program. The company also disclosed a Regulation FD supplement with unaudited quarterly 2023 results and a press release reaffirming 2024 guidance and presenting 2025 guidance, with 2028 targets of mid-single-digit organic revenue growth, a 10% adjusted EBITDA margin, and 90-110% free cash flow conversion. First-quarter earnings are scheduled for April 25, 2024.
GE Vernova Inc. 8-K Report, Regulation FD Disclosure (Mar 8, 2024)
GE Vernova LLC, which will convert into GE Vernova Inc., disclosed via this 8-K that the SEC declared its Form 10 registration statement effective on March 8, 2024, clearing GE to begin distributing GEV shares to GE common stockholders. The spin-off is expected to take effect at 12:10 a.m. New York time on April 2, 2024, with holders receiving one GEV share for every four GE shares held on the March 19, 2024 record date. GEV is expected to trade regular-way on the NYSE under the ticker "GEV" starting April 2, with a when-issued market forming about three trading days before the distribution date. The transaction is intended to be tax-free to GE and its shareholders, supported by a private IRS letter ruling, though completion is conditioned on tax opinions from Paul, Weiss and Ernst & Young, and GE has said it does not intend to waive that condition. The Information Statement attached as Exhibit 99.1 frames GEV as a global electric power company with three segments (Power, Wind, and Electrification), roughly $33.2 billion of 2023 revenue, and a backlog (RPO) of about $116 billion, roughly 65% of which is services. Historical 2023 results were weaker on the bottom line: GAAP net loss of $474 million, Adjusted EBITDA of $807 million (2.4% margin), and free cash flow of $442 million, which management notes benefited from $473 million and $185 million of supply-chain finance prepayments in Q4 2023 and $183 million of IRA production tax credits. Wind remains loss-making on an Adjusted EBITDA basis, and management acknowledges fleet quality, pricing, and execution problems in some businesses. The company expects roughly $4.2 billion of cash at spin-off, which depends on a net cash contribution from GE (about $2.0 billion estimated) and a planned sale of part of its Steam business to EDF. For investors, the filing is primarily a logistics and disclosure document: it sets the key dates and ratio and says no shareholder vote or action is required. The investment case will hinge on whether management can convert a large installed base and services backlog into sustained margin expansion and positive free cash flow, particularly in Wind. Dividend policy has not been set, and post-spin trading prices are uncertain.