GE Vernova Inc 美股招股说明书（2026-02-03版）

GE Vernova Inc. $600,000,000 4.250% Senior Notes due 2031 We are offering $600,000,000 aggregate principal amount of 4.250% senior notes due 2031 (the “2031 notes”), $1,000,000,000 aggregateprincipal amount of 4.875% senior notes due 2036 (the “2036 notes”) and $1,000,000,000 aggregate principal amount of 5.500% senior notes due2056 (the “2056 notes” and, together with the 2031 notes and the 2036 notes, the “notes”). The 2031 notes will bear interest at a rate of 4.250%per annum. The 2036 notes will bear interest at a rate of 4.875% per annum. The 2056 notes will bear interest at a rate of 5.500% per annum.Interest on each series of the notes will be payable in cash semi-annually in arrears on February4 and August4 of each year, beginning on We may redeem notes of any series at any time and from time to time, in whole or in part, at the applicable redemption prices and at the timesspecified under “Description of Notes—Optional Redemption.” If we experience a change of control repurchase event with respect to a series ofnotes, we may be required to offer to purchase such series of notes from their holders. See “Description of Notes—Purchase of Notes upon a The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior indebtedness. The noteswill be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. We intend to use the net proceeds from this offering for general corporate purposes, including financing a portion of the purchase priceof the Prolec Acquisition (as defined herein). See “Use of Proceeds.” The notes will not be listed on any securities exchange. Investing in the notes involves risks that are described in the “Risk Factors” section of this prospectus supplement beginning on page S-5and in our latest Annual Report on Form10-K, which is incorporated by reference into this prospectus supplement (as such risk factorsmay be updated from time to time in our public filings). Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representationto the contrary is a criminal offense. Neither we nor the underwriters have authorized any other person to give any information not contained in orincorporated by reference into this prospectus supplement or the accompanying prospectus or in any free writingprospectus relating to this offering prepared by or on behalf of us or to which we have referred you. We and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may give you. This prospectus supplement and the accompanying prospectus and any free writingprospectus relating to this offering prepared by or on behalf of us or to which we have referred you constitute an It is expected that delivery of the notes will be made against payment therefor on or about February 4, 2026,which is the second business day following the date of the pricing of the notes (this settlement cycle being referredto as “T+2”). Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),trades in the secondary market generally are required to settle in one business day unless the parties to that trade ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specificterms of this offering. The second part is the accompanying prospectus, which describes more general information,some of which may not apply to this offering. Neither we nor any underwriter has authorized anyone to provide youwith additional information or information different from that contained in this prospectus supplement and theaccompanying prospectus or in any free writing prospectus filed with the SEC and we take no responsibility for anyother information that others may give you. This prospectus supplement and the accompanying prospectusincorporate by reference important business and financial information about us that is not included in or deliveredwith this prospectus supplement. You should read both this prospectus supplement and the accompanying prospectus Unlessthe context otherwise requires,references in this prospectus supplement to the“Company,”“GEVernova,” “we,” “us,” and “our” refer to GE Vernova Inc. and its direct and indirect subsidiaries. References herein to “$” and “dollars” are to the lawful currency of the United States. The financialinformation presented or incorporated by reference in this prospectus supplement and the accompanying prospectushas been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). TRADEMARKS AND COPYRIGHTS GE and the GE Monogram logo are trademarks of General Electric Company (“GE”). We