8-KRegulation FDExhibits & Filings

GE Vernova Inc. 8-K Report, Regulation FD Disclosure (Mar 8, 2024)

Filed March 8, 2024For Securities:GEV

Summary

GE Vernova Inc. (GEV) has filed an 8-K report on March 8, 2024, announcing that its SEC Form 10 Registration Statement, relating to the planned spin-off from General Electric Company (GE), has been declared effective. This is a crucial step towards GE Vernova's independent public trading. The company will convert into a corporation and be renamed GE Vernova Inc. prior to the completion of the spin-off. The official distribution date is set for April 2, 2024, with shareholders of GE receiving one share of GEV for every four shares of GE held as of the record date, March 19, 2024. Investors should note that while a "when-issued" trading market is expected to commence three days before the distribution, regular-way trading under the ticker symbol "GEV" on the NYSE will begin on April 2, 2024. The filing also includes the final Information Statement, dated March 8, 2024, which provides comprehensive details about the spin-off and the company's business. Investors are urged to review this Information Statement for a thorough understanding of the transaction and potential risks.

Key Highlights

  • 1GE Vernova's Form 10 Registration Statement declared effective by the SEC, clearing a major hurdle for its spin-off from General Electric.
  • 2The company will formally convert to a corporation and be renamed GE Vernova Inc. before the spin-off.
  • 3The spin-off is scheduled to be effective on April 2, 2024, with the record date for shareholders to receive shares set for March 19, 2024.
  • 4GE shareholders will receive 1 share of GE Vernova common stock for every 4 shares of GE common stock held.
  • 5GE Vernova's common stock is expected to commence trading on the NYSE under the ticker symbol "GEV" on April 2, 2024.
  • 6A "when-issued" trading market for GEV is anticipated to begin three trading days prior to the spin-off date.
  • 7The filing includes the final Information Statement dated March 8, 2024, which contains detailed information about the spin-off and the company's business.

Frequently Asked Questions

The spin-off is expected to be effective as of April 2, 2024. GE Vernova's common stock is anticipated to begin trading "regular way" on the New York Stock Exchange under the ticker symbol "GEV" on April 2, 2024, the first trading day after the spin-off.

If you are a holder of GE common stock on the record date of March 19, 2024, you will receive one share of GE Vernova Inc. common stock for every four shares of GE common stock you hold. The distribution will be made on a pro rata basis.

The company has attached its final Information Statement, dated March 8, 2024, as Exhibit 99.1 to this 8-K filing. This document provides comprehensive details regarding the spin-off and GE Vernova's business. Investors should also refer to the "Risk Factors" section in GE Vernova's Form 10 filing for a discussion of potential risks.