GE Vernova Inc美股招股说明书(2025-02-06版)

Filed pursuant to Rule 424(b)(3)File No. 333-277900Prospectus Supplement No. 3 GE Vernova Inc.This prospectus supplement supplements information contained in the prospectus dated May 23, 2024 (the “Prospectus”), relating to the offering of shares of common stock of GE Vernova Inc. (the “Company,” “we” or “our”)that may be issued under the GE Vernova Retirement Savings Plan and plan interests to be offered and sold underthe GE Vernova Retirement Savings Plan. The Company will not receive any proceeds from the issuance of sharesofcommon stock of the Company or plan interests in connection with any such issuance under the GE Vernova Retirement Savings Plan.This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that theinformation in this prospectus supplement supersedes the information contained in the Prospectus.This prospectus supplement incorporates into the Prospectus the information contained in our attached Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and ExchangeCommission on February 6, 2025.The securities offered hereby involve risks and uncertainties. These risks are described under the caption “Risk Factors” beginning on page 27 of the Prospectus and “Notice of Your Rights ConcerningEmployer Securities” on page 223 of the Prospectus,as the same may be updated in prospectussupplements.The interests in the GE Vernova Retirement Savings Plan and the offering of shares of GE Vernova common stock have not been approved or disapproved by the Board of Governors of the Federal ReserveSystem, the Securities and Exchange Commission or any other federal or state agency. Any representationto the contrary is a criminal offense.The securities offered hereby are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.The date of this prospectus supplement is February 6, 2025. ACTIVEUS 205016879v.2UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number001-41966 GE Vernova Inc.(Exact name of registrant as specified in its charter) Delaware 92-2646542 (State or other jurisdiction of incorporation ororganization) (I.R.S. Employer Identification No.) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐No☐Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Accelerated filer☐Non-accelerated filer☑Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursu