GE Vernova · Risk factors

Prior heading: We provide complex and specialized products, solutions, and services, and we could be adversely affected by actual or perceived quality issues or safety failures.

We produce highly sophisticated and leading-edge products and provide specialized solutions and services for complex technology and engineered products and projects, including both products and software. Many of our products, solutions, manufacture, and services involve complex service sophisticated, software-enabled industrial machinery or and infrastructure projects, such as (including gas turbines, onshore and offshore wind turbines, grid infrastructure, or and nuclear power generation. generation equipment), engineered for demanding conditions and compliance with stringent certification, performance, and reliability standards. A serious product product, solution, or execution failure could result in a range of adverse outcomes, including injuries injury or death, widespread power outages, suspension of power production, installation production or fleet operations, delivery delays, environmental impacts, or similar other systemic issues and could have a material adverse effect on our business, reputation, financial position, cash flows, and results of operations. issues. Actual or perceived design, production, performance, or other quality issues related to in new product introductions or existing product lines have resulted and can result in direct warranty, maintenance, and other claims for damages, damage claims, including costs associated with for project delays, repairs, or replacements, some of which have been and can replacements, potentially in the future be for significant amounts. For example, during the summer of 2024, a wind turbine blade event occurred, related to a manufacturing deviation, at the Vineyard Wind offshore wind farm where we These potential impacts are greater where the manufacturer and supplier of our newly developed Haliade-X 220m wind turbines (Haliade-X). See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations — Offshore Wind" for additional information. Quality defects or issues can also result in reputational harm to our business with a potential loss of attractiveness of our products, solutions, and services to new and existing customers. A widespread fleet issue could result in revenue loss while the associated affect an entire product is suspended from operation. This risk is line or component and can be more pronounced in connection with the introduction of new technology. For example, due to the difficulties associated with scaling up production of new products and components, the challenges of servicing our substantial installed fleet of onshore wind turbines and the difficulties of servicing our offshore wind turbines, a widespread fleet product quality issue with our wind turbines could cause us to incur substantial costs and could take significant time to address. Additionally, many of our products, solutions, and services function under demanding operating conditions and meet exacting certification, performance, and reliability standards that we, our customers, or regulators adopt. technologies. Developing and maintaining products, solutions, and services offerings that meet or exceed these standards can be costly is complex, costly, and technologically challenging and require requires extensive coordination of our across suppliers and team members at our technology, manufacturing, global manufacturing and remote project sites in both developed and developing markets around the world. sites. Failures to deliver products, solutions, and services that meet these standards, whether actual or perceived, have resulted and may in the future result in customers or other third parties asserting significant contractual or other claims, often for significant amounts, or regulators suspending claims and regulatory suspensions of installation or operations, which could have significant with adverse financial, competitive, or reputational effects. Our products contain and are integrated with products from third parties. From time to time, the processes used to ensure the quality of those third-party products may fail to detect defects. Despite the operational processes around product design, manufacture, performance, and servicing that we reputational effects. Warranty and our customers or other third parties quality-related costs have developed to meet rigorous quality standards, the risk of operational process or product failures represented, and other problems cannot be eliminated. Such problems could result may in increased costs, delayed payments, lost products or services revenue, and product, safety, quality, regulatory, or environmental risks, which could have an adverse effect on the future represent, a meaningful portion of our financial results.expenses.

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Prior heading: Significant disruptions in our supply chain, including the high cost or unavailability of raw materials, components, and products essential to our business, and significant disruptions to our manufacturing and production facilities and distribution networks could adversely affect our future financial results, and our ability to execute our operations on a timely basis.

Our reliance We rely on third- party third-party suppliers, contract manufacturers and manufacturers, service providers, and commodity markets to secure for raw materials, parts, components, and sub-systems used in our products exposes us to volatility in the prices and availability of these materials, parts, components, systems, and services. As our subsystems. Our globally distributed supply chains extend into many different countries and regions of the world, including many developing economies, we are also subject to global economic and geopolitical dynamics, including sanctions, tariffs, and risks associated with exporting or importing components and raw materials for completing the construction or incorporation process in import/export restrictions, severe weather events, as well as other countries. factors. We operate in a supply-constrained environment and have faced, are facing, experienced, and may in the future face, supply-chain shortages, inflationary pressures, continue to experience, shortages of materials and skilled labor, inflationary pressures, transportation and logistics challenges challenges, and manufacturing disruptions that impact our affect revenues, profitability, cash flow, and timeliness in fulfilling customer orders. To manage the impact of supply chain shortages and inflationary pressures, on-time fulfillment. While we have sought, and may continue to seek, to negotiate pursue mitigation measures, such as long-term agreements with suppliers, develop relationships with supply agreements, dual-sourcing, increased inventory levels, factory capacity expansion, lean initiatives, alternative suppliers, drive productivity initiatives in our manufacturing operations, provide training to our employees, develop alternate transportation routes, modes, and providers, logistics, product or component redesign, and share rising costs cost-sharing with our customers. While these measures have successfully mitigated against historical impact, we expect customers and suppliers, supply chain pressures across our businesses will continue are expected to challenge persist and may continue to adversely affect our operations and financial performance for some period of time. In addition, some of our suppliers or their sub-suppliers are limited-or sole- source suppliers, and our ability to meet our obligations to customers depends on the performance, product quality, and stability of such suppliers. Generally, raw materials and components performance. Certain inputs are available from a number of different suppliers, although we rely on a single supplier, limited or sole-sourced, concentrated with a small number of suppliers, or suppliers located in primarily available from a single country for certain materials and components, country, including for example some semiconductor chips, cobalt, certain steel, hafnium, and other rare earth metals. We have in the past experienced, and in the future may experience, disruptions related to availability of components chips and critical materials sourced from single suppliers, but the impact to our operations (such as specialty metals and financial results of such rare earths). Although prior disruptions have not been material. However, if one material, the inability of these suppliers were unable to provide us with a raw material or component we need, supplier to deliver, and our inability to secure timely and cost-effective alternatives, could impair our ability to manufacture some of our products or provide some of our services could services. Our operations may be adversely affected if and to the extent that we are unable to find a sufficient alternative supply channel in a reasonable period of time or on commercially reasonable terms in light of the circumstances. Disruptions in deliveries, by delivery delays, capacity constraints, upstream or downstream production disruptions up-or down-stream, disruptions, price increases, cyber- related spikes, cyber-related attacks, or decreased availability of raw materials and commodities arising from war or commodities, including as a result of war, other hostilities, natural disasters, actual or threatened public health emergencies, increased tariffs or import or export trade restrictions, or other business continuity events, adversely affect our operations and, depending on the length and severity of the disruption, could limit our ability to manufacture products on a timely basis and could harm our financial results. Additionally, events. Supplier nonperformance or underperformance by third-party suppliers could materially impact our ability to perform obligations to our customers, which could result in a fulfill customer terminating their commitments, trigger contract with us, exposing us to terminations or liability, and substantially impairing impair our ability to compete for future contracts and orders. Furthermore, we competitiveness. We depend on multiple routes and modes forms of transport to acquire components and materials used in our operations. We are vulnerable to disruptions in transport transportation and logistics activities due to weather-related problems, strikes, lockouts, inadequacy of roadways, transportation routes. Logistics can be disrupted by weather, strikes or lockouts, inadequate infrastructure and or port facilities, capacity, hostilities, acts of terrorism, or other events. We are also subject to fluctuations in the events, and transportation costs of transportation. We may can be unable to store components and materials sufficient for more than a limited period volatile. Any of production, which increases our dependence on efficient logistics. In addition, during transport and shipping, our products and/or their components and materials may become damaged. Such factors could also result in liability and significant reputational harm. These these factors could adversely impact impede our ability to deliver quality products, solutions, and services to our customers and may have a substantial material adverse impact effect on our business activities, results of operations, cash flows, and financial condition.

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Prior heading: Any interruption in the operations of our manufacturing facilities may impair our ability to deliver or provide products, solutions, and services.

We are dependent depend on our global production and operating network to develop, manufacture, assemble, supply, and service our offerings. A Disruptions such as work stoppage, stoppages, labor shortage, or other production limitation, including import or export shortages, import/export restrictions, or transportation issues, among others, could adversely affect our manufacturing facilities and negatively impact our reputation and market position. In addition, manufacturing disruptions related to significant public health and or safety events, severe weather, weather or natural disasters, financial distress, unscheduled downtimes, unplanned downtime, manufacturing deviations, deviations or quality issues, production constraints, mechanical equipment failures, cybersecurity attacks, and geopolitical dynamics and risks could can interrupt our ability to deliver or provide certain products, solutions, and services. Such operations, with risks may be heightened in certain emerging market countries, which may be subject to varying degrees of economic, political, and social instability. markets. We also have internal dependencies on certain key manufacturing or other facilities. For example, our Onshore and Offshore Wind businesses are, and may in the future be, reliant rely on our internal ability to manufacture blades for wind turbines through our LM Wind Power business, which accounts for a substantial percentage of our wind blade production. Similarly, we internally manufacture certain specialized transformers production facilities for our Grid Solutions business. critical components. If we are unable to produce or assemble disturbances at these components internally in locations prevent us from producing sufficient quantities, due to disturbances at a certain production location or for any other reason, we may be forced need to increase the volume of wind turbine blades or transformers purchased source more from external suppliers suppliers, which could lead to introduce delays, quality control issues, or additional costs. Any A significant event affecting one any of our production or operating facilities may result in a disruption to our ability to supply customers. The impact of these risks is heightened if our production facilities, particularly when capacity is at or near full utilization (or if we lack or alternative manufacturing sites) and could result in sites are unavailable, may disrupt our inability ability to accept orders supply customers, require us to defer or deliver decline orders, or cause late deliveries. Expanding our capacity to meet current or future demand or support new products in a timely manner. Additionally, requires significant capital investment to increase manufacturing capacity and lead time and may be required to expand delayed in execution. Further, our business or meet increased capacity expansions and related commitments may outpace realized demand. We make capacity expansion decisions and supply commitments based on demand for existing forecasts, orders, slot reservation agreements, and deposits. If anticipated demand is delayed or newly introduced products does not materialize, orders may be deferred, reduced, or canceled and slot reservation agreements may not result in the future. Any of these risks could have orders. As a material adverse effect on result, we could be over-invested in our business results, cash flows, financial condition, facilities and could incur excess or prospects.idle capacity, under-absorption of fixed costs, production inefficiencies, inventory build and write-downs, penalties under supply agreements, lower margins, and impairment of long-lived assets.

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Prior heading: If our ongoing efforts to achieve our anticipated operational cost savings and implement initiatives to control or reduce our operating costs are not successful, our financial results and cash flows may be adversely affected.

Achieving our long-term financial results and cash flow goals depends significantly on our ability to control and/ or reduce our effectively manage operating costs. Generally, because Because many of our costs are affected by factors completely, or substantially outside our control, we must seek to control or reduce costs through rely on productivity initiatives. We seek continued cost savings through initiatives (including lean operations and supply chain management. While controlling our cost base is important for our business and future competitiveness, management) to drive savings, but there is no guarantee that we assurance they will achieve this goal. Additionally, cost succeed. Expected savings anticipated by us are based on estimates and assumptions that are inherently uncertain and may be subject to significant business, economic economic, and competitive uncertainties, and contingencies, all of which are difficult to predict and may be beyond our control. For example, the rapid pace of innovation among onshore and offshore wind turbine manufacturers in recent years has led to short product cycles, early market introductions, and faster time to market, all of which have and can lead to quality and execution issues, higher costs, or other challenges to achieving profitability for new products. Such risks are especially acute in the offshore wind industry, which is a nascent industry, with higher ramp up costs and the potential for new product introductions to result in losses both in the short-and in the long-run. See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations — Offshore Wind" for a description of recent quality and execution issues we have experienced at our Offshore Wind projects. factors. If we are not able to identify cannot identify, implement, and implement sustain initiatives that control and/or reduce effectively manage costs and increase operating efficiency, or if the cost savings initiatives we have implemented initiatives fail to date do not generate expected cost savings, our financial results and cash flows could be adversely affected. We enter into long-term service agreements in connection with significant contracts for the sale of products, particularly in our Gas Power business unit. In connection with these agreements, we estimate our products’ durability and reliability, as well as our costs associated with delivering the products and the provision of services over time in order to be profitable and generate acceptable returns on our investments. Particularly for our long-cycle businesses affected and contracts like these, a failure to appropriately estimate, plan for, or execute our business plans we may adversely affect our delivery of products, services, and outcomes in line with fail to achieve our projected financial performance or cost estimates, and ultimately may result in excess costs, build-up of inventory that becomes obsolete, lower profit margins and cash flows, and an erosion of our competitive position.goals.

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Prior heading: We operate in highly competitive environments. Our failure to compete successfully could adversely affect our results of operations, cash flows, and financial condition.

Our products, solutions, We enter into long-term service agreements with many of our customers in connection with significant contracts for the sale of products. Profitability under these agreements, particularly in Gas Power, depends on our ability to execute and services are subject estimates of product durability and reliability, our costs to significant competitive pressures, deliver products and services over time, and the availability of cost-reducing materials, technology, and skilled technicians. Under such agreements for our long-cycle businesses, errors in many estimating, planning, or execution may cause us to miss delivery, cost, or financial performance targets, leading to excess costs, inventory build (including obsolescence), lower profit margins and cash flows, loss contracts, and erosion of our competitive position. We may fail to compete successfully in the industries highly-competitive global markets in which we operate. We operate we face intense competition from both in highly competitive domestic and international markets, and domestic competitors. The our products, solutions, and services face significant pressure on technology, quality, delivery, and price. Remaining competitive requires continual development of advanced technologies, new and existing products technologies and solutions including product enhancements, and high quality but cost-effective as well as cost- effective supply chain, production, and delivery methods are critical to remaining competitive by maintaining commercially attractive products, solutions, and services at acceptable pricing levels. A delivery. If we change in the strategic priorities of our business or a failure fail to anticipate or respond quickly to a number of factors including technological developments, evolving industry standards, new regulations or incentives, changing customer demands, supply chain issues, disruptions, or innovations in production techniques in the industries techniques, we serve could cause us to experience lower revenues, price erosion, lower reduced margins, and could result in forgone growth opportunities. Competition has also intensified as a result of international expansion by existing industry participants exploiting new markets expand internationally and increasing pressure from competitors as new entrants, including manufacturers from other regions who strive to such as China, improve the quality and reliability of their technologies and expand beyond their existing markets. For example, China is a large manufacturer and developer of wind equipment and technology and Chinese wind turbine manufacturers may increasingly pursue selling their wind turbine products in markets outside of China. The entry of new market participants could further intensify competition. Moreover, some of our competitors receive financial and other assistance from their governments, home countries. Some competitors are government- sponsored, which may allow provide them with an advantage over us, such as access to have a longer-term investment approach more resources. In addition, global competition increasingly depends on innovation in emerging technologies, including nuclear fuels and greater risk tolerance advanced energy systems, where failure to realizing returns and other benefits from their investments and business strategies innovate could limit our ability to participate in new markets. Further, government policies and execution than actions may be available impact us more adversely compared to companies, such as us, that do not have similar governmental funding and assistance. competitors whose operations are more limited in scope or geographic exposure. If we are unable to respond successfully continue to these competitive pressures, compete successfully against our business, results of operations, cash flows, and financial condition current or future competitors in our core businesses, we may be adversely affected.experience declines in revenues and industry segment share.

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Prior heading: There are risks associated with our joint venture arrangements, consortiums, and similar collaborations with third parties for certain projects, which could impose additional costs and obligations on us.

We have entered entered, and expect to continue to enter entering, into joint venture arrangements ventures for manufacturing and manufacturing, commercial operations and/or operations, and project development and funding. We also enter funding, and into agreements with third parties to act as a consortium arrangements to perform projects. Our joint venture projects. These arrangements may expose us to involve risks, including risks with respect exposure to the economic, political, legal, and regulatory environment environments of any foreign entities with which we partner, partners’ jurisdictions; legal and or regulatory violations committed by partners whose actions are outside of our control, control; and risks associated with contractual, governmental governmental, or certain exclusivity obligations with partners that may impose operational restrictions on us. Furthermore, these arrangements restrict our operations. They may also require us to incur non-recurring and other nonrecurring charges, increase increased expenditures, or disrupt disruption to our ordinary business activities. normal operations. If joint venture, consortium, or other strategic partners cannot meet their obligations due to face financial distress, restructure, or other difficulties, including if they declare bankruptcy or otherwise modify their capital structure, bankruptcy, we could may be required to provide additional investment or services or take services, assume responsibility for breaches of contracts contract breaches, or assume take on additional financial or operational obligations obligations, which could have a substantial adverse impact on our business, results of operations, cash flows, and financial condition. We currently have equity interests in multiple joint ventures and expect may expose us to enter into additional joint venture arrangements in the future. credit risk. Our influence over these entities joint ventures varies depending on the level and nature of by ownership and/or rights agreed, and for some of these entities our influence may be limited. Even in joint ventures where we have greatest influence, we are usually required to reach consensus with our joint venture partners in connection with negotiated rights, and major decisions concerning the operations of the joint ventures. This could create the risk often require consensus, creating risks of impasses on decisions, given that our partners in these arrangements may have economic or business and delays where partner interests that diverge from our interests. Additionally, differences in views among the joint venture participants may result in delayed decisions or disputes. Conflicts diverge. Disputes may arise in these arrangements concerning the achievement of over performance milestones or the milestones, interpretation of significant key terms under any agreement (including financial obligations), obligations and termination rights, rights), or the ownership or and control of IP intellectual property developed during in the arrangement. We also cannot control the actions of our joint venture partners. We sometimes partner actions; in some projects we have joint and several liabilities with our joint venture partners under the applicable contracts for joint venture projects liability and we cannot be certain that our ensure partners will be able to satisfy any potential liability that could arise. their responsibilities. These factors could potentially harm the business and operations of a joint venture and, in turn, our business and operations. In addition, our arrangements involving joint ventures may also restrict us from gaining our access to the cash flows or assets of these entities. In a joint venture, and some cases, our joint ventures have governmentally imposed restrictions on their abilities to transfer funds to us. In addition, success on consortium projects depends in part on whether our consortium partners fulfill their contractual obligations. Such projects are subject to the risk that our consortium partners governmental limitations on cash distributions. Consortium project outcomes depend on partner performance. Partners may block or delay decisions which could be integral to the success of the project or investments in the project, or could implement critical decisions, pursue strategies that are contrary to our economic interests, resulting in a lower return than expected. If any of these third parties fails or fail to perform its contractual obligations satisfactorily, we fulfill obligations, reducing expected returns. We may be required need to provide or procure added additional services to compensate for such failure. Such third-party failures may also failures, which can increase costs and expose us to reputational harm as well as complaints from customers and other counterparties. customer or counterparty complaints. Any of the foregoing could have a material adverse effect on materially adversely affect our business results, business, results of operations, cash flows, financial condition, or prospects. Our future success will depend, in part, on our ability to develop and introduce new technologies. In many of the industries in which we operate, technologies change rapidly, and customer needs evolve regularly. Our future growth will depend on our ability to continue to innovate by developing and commercializing new products, solutions, and services. The commercial success of new technologies, such as hydrogen-based power generation, carbon capture and sequestration technologies, small modular or other advanced nuclear power and grid-scale batteries or other storage solutions, depends on many factors, including the pace of innovation, the development costs and the availability of capital resources to fund those costs, the levels of competition from others developing similar or other competing technologies, our ability to obtain or maintain government permits or certifications, the effectiveness of our production, distribution, and marketing efforts, the availability of raw materials and components, and the costs to customers to deploy and provide support for the new technologies. Also, overall market demand, growth, and acceptance of our new innovations remain key to their success, as well as the timing of when we bring these offerings to market. If and to the extent these predictions are proved wrong, our investments in new products, solutions, and services may not achieve revenue or profits at all or the recovery of investments may be over an extended period. Unsuccessful efforts to develop and adapt our products, solutions, and services could ultimately result in lower revenue, lower margins, and/or higher costs, which could harm our competitive position and adversely impact our financial performance.prospects.

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Prior heading: We could be subject to risks in connection with our ability to connect to power grids and our customers’ ability to sell the electricity they generate or to establish grid connections efficiently.

The connection or access to a power Many of our customers, projects, and offerings depend on timely grid is essential when it comes to generating electricity. connection. Factors beyond our control, such as including regulatory constraints, and permitting restrictions requirements and delays, or interconnection constraints, limited land for connection infrastructure, and system failures, could impair our ability to connect our power generation products to the grid. may impede or prevent grid connection. If our customers fail to cannot obtain a connection or grid access to the transmission grids on a timely basis, or agreements to sell their electricity on economically reasonable terms and, as a result, they are delayed or prevented from entering into an agreement (whether on a statutory or contractual basis) concerning the purchase of the electrical energy generated, the and timelines, order timing of orders and/or and project milestones could may be impacted, and we could experience a material adverse effect on our business, results of operations, cash flows, and financial condition. delayed. Grid capacity constraints and the limited availability of land to build connection infrastructure could further exacerbate the risks to our business. There and operations are governed by statutory rules and regulations which govern the connection of power generation products regulatory frameworks intended to the power grid in the markets where we operate. This helps ensure that grids are safe and stable safety and that there is sufficient supply of electricity. Moreover, the full stability, but transmission constraints and dispatch output of electricity may be curtailed as a result of various grid constraints, such as grid operating practices can lead to curtailment (e.g., congestion, restrictions on limited transmission capacity of the grid and restrictions on electricity capacity, or dispatch during certain periods. Electricity transmission lines may experience unplanned outages due to system failures, accidents and severe weather conditions, restrictions). Unplanned project execution or planned outages commissioning challenges due to repair and maintenance, construction work and other reasons beyond our control. For example, as electricity generated delays from wind farms today is currently often not stored and must be transmitted construction, contractors, or used once it is generated, some of the wind turbines of a severe weather issues (e.g., wind farm may be turned off during such period when electricity is unable to be transmitted due to grid congestion speed or other grid constraints. Such events could reduce the actual net power generation of the wind farms. In addition, a number of other factors may direction) can further decrease delay project execution leading to reduced electricity output, including wind speed or wind direction or other severe weather condition. As a result, we and our customers may experience significant financial losses from inefficient electricity outputs, the inability to connect to power grids, or grid capacity constraints, which may in turn cause the decrease in the reduced demand for our products and could lead to a material adverse effect on solutions, increased costs for us and our business, results of operations, cash flows, customers, and financial condition.reputational harm.

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Prior heading: Our failure to manage customer relationships and customer contracts could adversely affect our financial results. An important

element of our success is our ability to manage customer relationships, while depends on delivering against our in accordance with contractual requirements and anticipating changes in customer requirements and circumstances. Existing or potential customers may delay or cancel plans to purchase our products, solutions, counterparty needs. Customers and services, counterparties, including those undertaking large infrastructure projects, and may not delay or cancel purchases or be able unable to fulfill meet their obligations due to us in a timely fashion or at all as a result of business deterioration, cash flow shortages, shifts in the constraints, reduced availability of financing for certain types of projects or technologies (such as prohibitions on financing for fossil fuel-based projects or technologies), fuel–based projects), macroeconomic conditions, changes in law, law or policy, disputes, or other delays. If a large major customer was to experience difficulties in fulfilling its obligations to us, cease reduces purchases, ceases doing business with us, significantly reduce the amount of its purchases from us, favor favors competitors or new entrants, change its or changes purchasing patterns, or impose unexpected fees on us, our business may could be harmed. In addition, many harmed. Many of our customer contracts are complex and contain warranty warranty, performance, delivery, and other availability provisions that could cause us to incur can trigger significant repair or replacement costs, penalties, liquidated damages, or other damages, and/or unanticipated expenses with respect if we fail, actually or allegedly, to the timely delivery, functionality, quality, deployment, operation, and availability of our products, solutions, and services. meet specifications or schedules. For example, we face risks in our Wind business related to our ability to assemble business, delays in assembling and deliver specific delivering critical components such (such as nacelles on the timelines and schedules detailed and otherwise comply with our customer contracts. Failure to adhere to requirements under our customer agreements, whether such failure is actual nacelles) or alleged, has resulted in and could in the future result in higher potential other noncompliance with contract terms have increased costs, present presented litigation risks, or expose and exposed us to liquidated or other damages. Our customers include numerous governmental owned or affiliated entities within damages, and outside the U.S., including we may experience similar delays and possible consequences in the U.S. federal government future. Warranty costs and state contract-related penalties have represented, and local entities. Some of those contracts could be subject to may in the risk future represent, a meaningful portion of our expenses. We also contract with U.S. and non-U.S. governmental and government-affiliated entities, which may delay, modification, modify, or termination terminate contracts if future government funding or support is not available. We also at times face greater challenges with the timely collection of unavailable. Collecting receivables can be more challenging with customers that are sovereign governments, government owned entities, or state-owned customers located and in emerging markets.markets. Engaging in new types of transaction structures or unique contractual relationships with nontraditional customers, such as hyperscalers, government departments focused on energy, or other first‑time counterparties, or with new contracting approaches adopted by traditional customers, may challenge our ability to effectively negotiate and manage our relationships. Due to our limited experience with such customers, counterparties, and contracting parties, we may fail to anticipate or control the unique expectations, costs, and operational complexities associated with such arrangements. Some counterparties may have limited operating histories, different contracting practices, or weaker credit profiles. They may depend on external financing, subsidies, or project milestones, and may delay payment, seek to renegotiate terms, or default. Further, some counterparties to slot reservation agreements may not place orders equal to the value of their reservation amount or at all, and the volume of orders we expect under such agreements may fail to materialize.

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Prior heading: Our ability to maintain our investment grade credit ratings could affect our ability to access capital, could increase our interest rates, and could limit our ability to secure new contracts or business opportunities.

The success of our Our commercial relationships is predicated and competitive positioning rely on our ability to maintain our maintaining corporate investment grade ratings. Our credit risk is ratings, which are evaluated by major independent rating agencies. Any future downgrades of our credit ratings downgrade could increase our the cost of borrowing of any indebtedness we may incur. Adverse changes in our investment grade credit ratings could affect our existing or future indebtedness, constrain borrowing and bonding capacity and terms in the future, may increase our interest expense or other costs of capital, worsen terms, and limit or capital may not be available prevent access to us capital on competitive terms, or at all, and terms. Adverse rating actions may also reduce our ability to secure new contracts or and business opportunities with operating partners, suppliers, and customers, each of which would negatively impact limit our financial performance. There can be no assurance that we will be able ability to maintain our credit ratings, and any changes or downgrades related to our credit ratings, including any announcement that our ratings are under review for a downgrade, may have a negative impact on our liquidity, capital position, bonding capacity, obtain supply sources and access to credit.customers.

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Prior heading: We enter into fixed-price contracts with our customers and our failure to mitigate certain risks associated with such contracts may result in reduced operating margins.

Some of our contracts have been established on a fixed-price basis which that commit us to a specific fixed price well before the completion of the applicable project. project completion. However, actual revenues or and costs may be different differ from those we originally estimated and may result in reduced profitability or losses on projects. Some of these risks include: •difficulties encountered on our large-scale projects related to the procurement of materials or estimates due to factors that are difficult to predict or control, which include: procurement challenges and schedule disruptions, disruptions on large projects; product performance failures, failures; unforeseen site conditions, conditions; rejection or termination clauses in customer contracts, or other factors contracts that may result in additional costs to us, reductions in revenue, claims, reduce revenue or disputes; •our increase costs; inability to obtain compensation be compensated for additional work we perform or expenses we incur as a result of arising from unanticipated technical issues or our customers providing deficient design, customer‑provided designs, engineering information, products, or materials; •reliance materials; inaccurate estimates based on historical cost and/or execution data that is not representative of under current conditions, including as a result of inflation and increases in conditions (e.g., inflation, labor and material costs; •delays or productivity issues caused by cost increases); weather conditions, or and other force majeure events (e.g., pandemics); •requirements that cause delays or productivity losses; contractual obligations to pay liquidated or other damages, upon our damages for failure to meet schedule or performance requirements of our contracts; •difficulties in requirements; difficulties engaging third-party or overseeing third‑party subcontractors, product manufacturers, or materials suppliers suppliers, or failures by third-party subcontractors, product manufacturers, their underperformance or materials suppliers to perform could result nonperformance, resulting in project delays and cause us to incur additional added costs; and •modifications to projects project modifications or change orders that create unanticipated costs or delays. As a result of one delays and potential claims or more disputes. Any of these factors, we may incur losses factors can reduce our margins or contracts may not be as profitable as we expect, result in project losses. Cost overruns and this could materially related penalties have represented, and adversely affect our business, results may in the future represent, a meaningful portion of operations, cash flows, and financial condition.our expenses.

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Prior heading: We may not be able to access the capital and credit markets on terms that are favorable to us, or at all, and we may be restricted or delayed in accessing our cash held overseas.

Our business relies depends on the availability of financing for our products and services. The capital financing. Capital and credit markets may can experience extreme volatility or and disruptions that may lead to uncertainty and reduce liquidity issues for both borrowers and investors. Certain customers and suppliers, as well as our business, may need access to credit and trade finance lines and other financing instruments for certain transactions. We have increase borrowing costs. Although we maintain a $3.0 billion committed credit facility and a $3.0 billion committed trade finance facility, but there can be is no assurance that these facilities will be sufficient to meet our future needs for such transactions. Additionally, our needs, and we may need to access the additional capital markets to supplement our existing funds and cash generated from operations to satisfy our needs for example, for working capital or capital expenditure requirements. A variety of factors financing. Factors beyond our control could impact the availability or cost of capital, control, including domestic or and international economic conditions, increases in key benchmark interest rates and/or and credit spreads, the adoption of new or amended changes in banking or and capital market laws or regulations, and the repricing of market risks and volatility in capital and financial markets. In risk repricing, could limit or increase the event cost of adverse capital and credit market conditions, we may be unable to obtain capital financing. Adverse market financing on favorable terms, conditions or at all, and changes in credit ratings issued by nationally recognized credit-rating agencies rating changes could adversely affect impair our ability access to obtain capital market financing and the cost of such financing. Additionally, a large portion of our total consolidated cash will be held overseas and may not be efficiently accessible to GE Vernova to finance on acceptable terms or to otherwise support our capital market requirements. Such factors at all. These conditions may impact also hinder our ability, or the customers’ and suppliers’ ability of our customers or suppliers, to obtain debt financing, debt, guarantees, trade finance, or hedging from financial institutions which may hedging, negatively impact affecting our business. business. In addition, large energy our customers’ projects may often require co-financing of projects through project development loans, structured debt financing debt, or equity investments, including those done in collaboration with our Financial Services business. It is possible that such investments. Such financing arrangements may not be available, unavailable or that the cost may be higher more costly than anticipated, negatively impacting which could limit our ability to bid for certain projects, or negatively impacting our earnings, cash flows, projects and returns. The termination of, expiration of, or exhaustion of funding capacity or commitments available to us under our Framework Investment Agreement with GE, our inability to maintain sufficient balance sheet capacity to make future tax equity commitments, or an inability to generate sufficient U.S. tax base to allow us to monetize tax credits, could reduce our ability to make, or prevent us from making at all, future such investments, which could further negatively impact our adversely affect financial condition. Any of these risks could have a material adverse effect on our business results, cash flows, financial condition, prospects, and the market price of our securities.returns.

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Prior heading: The strategic priorities and financial performance of many of our businesses are subject to market and other dynamics related to decarbonization, which can pose risks in addition to opportunities.

Given the nature of our businesses and the industries we serve, we We must anticipate and respond to market, technological, regulatory, governmental policy, and other energy security changes driven by broader trends related to decarbonization efforts in response to climate change and energy security. In particular, we provide products, solutions, and services to utilities and other customers in the power generation sector, which has historically been carbon intensive and has been in the midst of a transition with global efforts to lower greenhouse gas emissions. dynamics. For example, the significant decreases in recent years in increased policy support for fossil fuels or the cost rollback or suspension of energy renewable-supportive policies could reduce demand for our renewable sources of power generation (such as wind and solar), along with ongoing changes in government, investor, customer and consumer policies, commitments, preferences, and considerations related to climate change, in some cases have adversely affected, other decarbonization products and may continue services. Conversely, as a supplier to affect, the power generation sector, falling renewable costs and evolving stakeholder expectations can reduce demand for and the competitiveness of products, solutions, and services related to fossil fuel- based power generation, including sales of new gas turbines and the utilization and servicing needs service for existing unabated gas power plants that are unmitigated with capabilities such as hydrogen or carbon capture. Conversely, increased government policy focus on fossil fuel generation and use, and reversion of existing policies to facilitate implementation of renewable energy sources in the various jurisdictions in which our products are sold, may result in reduced demand for our renewable energy products and services, including decarbonization. plants. Continued shifts toward greater penetration by renewables increases in both new renewables’ share of capacity additions and the proportionate share of power generation, particularly depending on the pace and timeframe for such shifts across different industries globally, timing, could have a material adverse effect on the performance of materially affect our Power segment and our consolidated results. We also face risks and Key uncertainties for those businesses related to future levels include the level and timeframes timing of government subsidies and credits (including the impact implementation of the IRA in the U.S. and other U.S. and global policies), timeframes for negotiations with regulators, significant regulatory and permit approval timeframes, level of price competition among product manufacturers, competition with from solar power-based and other sources of renewable energy, the risk that a segment technologies, deprioritization of the renewable energy industry may be deprioritized, renewables, the pace at which power grids are modernized of grid modernization needed to maintain reliability with higher levels of renewables penetration, and industry-wide shifts in profitability levels. industrywide pressure on profitability. Our long-term success depends on our ability to effectively address addressing both electrification and decarbonization, which over time will require decarbonization by adapting our technology portfolio to changing customer preferences and government policies and scaling innovative low-carbon less carbon- intense and carbon-neutral technologies. lower carbon technologies (such as gas as a replacement for coal, small modular or other advanced nuclear reactors, hydrogen-based power generation, carbon capture and sequestration, and grid-scale storage). These transitions require substantial investments by us and third parties in grids, infrastructure, R&D, and new technologies, and depend on timely governmental and regulatory support, incentives, and market design. If we fail do not succeed, or are perceived to not be adequately advancing succeed, to advance our electrification and decarbonization objectives, or if investors or and financial institutions shift funding away from companies in fossil fuel-related industries, certain types of generation, our and our customers’ access to capital could be negatively impacted. Furthermore, governments affected. Government actions may enact or implement policies that impact also affect these dynamics as they pertain to us or our customers in unforeseeable ways. The achievement of decarbonization goals for the electric power industry over the coming decades is also likely to depend in part on technologies that are not yet deployed or widely adopted today but that may become more important over time (such as hydrogen-based power generation, carbon capture and sequestration technologies, small modular or other advanced nuclear power and grid-scale batteries or other storage solutions). Successfully navigating these changes will require significant investments in power grids and other infrastructure, R&D, and new technology and products, both by us and third parties. Our success in advancing decarbonization objectives across our businesses will also depend in part on the actions of governments, regulators and other market participants to invest in infrastructure, create appropriate market incentives and to otherwise support the development of new technologies in time to take advantage of existing or emerging market opportunities. Considering the above, there is no assurance that we will be successful in addressing effectively either electrification or decarbonization. The process of developing ways. Developing new high-technology products and enhancing existing products offerings to address the impact of climate change dynamic energy markets is often complex, costly costly, and uncertain, and we may pursue strategies or make investments that do may not prove to be commercially successful in the timeframes within expected timeframes or at all. If the decarbonization landscape changes evolves faster than anticipated or in a manner that we do not anticipate, differently than anticipated, demand for our products, solutions, and services could be adversely affected.

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Prior heading: Demand for certain of our products, solutions, and services, particularly in our Power segment, depend on oil and gas regulatory policy, prices and global and regional supply and demand, and technological innovations and efficiencies, which are subject to factors beyond our control and may adversely affect our operating results.

businesses benefit from government incentives and policies supporting utility-scale renewable energy (e.g., tax incentives). In addition, regulatory policies influencing renewable energy mandates and grid integration standards directly impact the demand for wind energy. Reductions, elimination, suspension or adverse modifications have and could in the future limit markets for new projects, reduce returns on projects or manufacturing, lead to project abandonment, or impair investments. Eligibility and structuring rely on legal and regulatory guidance, which is subject to uncertainty, potential modification (possibly retroactive), and governmental audit challenge. Repeal, modification, suspension or unfavorable interpretations could reduce available credits, require changes to tax equity arrangements, or force alternative funding, adversely affecting our business and financing. Separately, changes to environmental regulations and enforcement could increase costs or impede sales. For example, broader greenhouse gas regulations and carbon pricing could increase compliance costs for us and our customers. While such policies can increase demand for decarbonization technologies we are developing (e.g., hydrogen and carbon capture capabilities for our gas turbines and direct air capture), they may also impose significant compliance burdens that adversely affect our business and may reduce demand for our offerings. Demand for certain of our products, solutions, and services, particularly in our Power segment, is partially affected by depends on oil and gas regulatory policy, prices, and demand for oil and, in particular, gas, global and regional supply and demand, all of which are subject to factors beyond largely outside our control. Several U.S. and international pledges, agreements, and initiatives, such as those adopted at the 2023 United Nations Climate Change Conference (COP28), resulted in more More stringent regulations on oil and gas operations, which commitments stemming from international initiatives could impact increase production costs, reduce oil and gas demand, and curtail future investments in gas turbine generation. The oil and gas segment could also experience a reduction in utilization by the generation; further, if renewable energy or other alternatives become more affordable than gas, customers may switch away from gas to other sources of energy if prices for such alternative sources are lower than those for gas. Energy prices could impact many gas-fired solutions. Periods of our customers’ cash flows and their ability to fund exploration and development activities. Because elevated prices of oil and gas products are set on a commodity basis, the volatility in oil and gas prices and demand can impact our customers’ activity levels and spending for our products, solutions, and services. Expectations about future prices and price volatility are important for determining future spending levels. Actual and anticipated increases in oil and gas prices (and corresponding low demand for oil and gas) have in the past contributed to, and may in the future contribute to, an overall to economic recession, which may raise risks across our industries. During these periods, certain slowdowns and prompt countries that are heavily dependent on income from oil and gas may curtail investments revenues to reduce investment in capital intensive oil and gas, power generation generation, and transmission projects due to insufficient funds, which would also lead to less demand for certain of our products, solutions, and services in our Power segment. Furthermore, persistently high gas prices as well as potential gas shortages, which may be further exacerbated by the conflicts in Ukraine and the Middle East, pose additional risks in particular for the market for large gas turbines, including the service market. Energy intensive technological innovations and efficiencies, such as artificial intelligence, may affect or may be perceived to affect electricity demand and the related demand for our equipment and services. The nature and extent of this impact on demand is uncertain. We may be unable to adjust our personnel and functional cost base fast enough to adapt to demand swings, which may result in under-or- overcapacities. This inefficiency as well as sustained low projects, lowering demand for our products, solutions, and services, particularly in our Power segment, could have a material adverse impact on our business, financial position, cash flows, and results of operations and could require us to record asset impairments.offerings.

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Prior heading: We face a complex global operating environment, particularly in emerging markets.

Due to our global nature, we deal with a range of diverse legal and regulatory systems with varying requirements. Due in approximately 100 different countries and, as a result, are subject to the nature of our projects and products, we face risks associated with engagements with foreign officials and government agencies, including the risks of complying with diverse varying requirements, procedures and standards imposed by (among others) the FCPA and similar standards, including country-specific regulatory regimes relating to anti-corruption and anti-bribery laws in other jurisdictions. We also face risks associated with compliance with global privacy laws, tax, trade controls, environmental, employment and labor requirements, sustainability, product safety, liability and design regulations, human rights laws, and privacy, data security laws protection and regulations. cybersecurity laws. Further, we expect increasingly stringent environmental and safety standards across diverse global jurisdictions, including potential liabilities related to chemicals such as PFAS, that could affect product design, manufacturing, servicing, and financial results across various jurisdictions. Navigating a variety of legal and regulatory regimes regimes, which may increase evolve and be interpreted differently across jurisdictions, including on an extra-territorial basis, increases the difficulty complexity of compliance, compliance. Risks in emerging markets may be particularly as such laws change complex due to less mature regulatory frameworks, inconsistent and aggressive enforcement, and heightened exposure to geopolitical and economic volatility, which can amplify the challenges of maintaining compliance across our global operations. Any actual or are interpreted perceived failure to comply with relevant laws, regulations, or standards could damage our reputation and customer relationships, and expose us to investigations, inquiries, litigation, or other proceedings initiated by governmental entities, customers, or individuals. Such actions could result in unexpected ways. In addition, significant fines, sanctions, penalties, awards, or judgments, all of which could negatively affect our business and operating results. Further, as an a global employer in more than 100 countries of permanent and fixed-term contract employees employees, contingent workers and contractors, we are required to create must design and maintain compensation programs, employment policies policies, cybersecurity and other intellectual property protections, compliance programs, and other administrative programs frameworks that comply align with the laws of multiple countries. Shifting requirements and interpretations may influence how we structure our operations and investments, and can lead to rising costs, including those associated with organizational changes and protective measures. We also must implement, communicate, audit and monitor, and uphold group- wide enforce group-wide standards and practices across our businesses to address these risks; however, these efforts may not be successful. We are also responsible for communicating, monitoring, and upholding group-wide directives across our global network, including in relation to our among suppliers, subcontractors, and other relevant stakeholders. Our failure Failure to manage our geographically diverse operations successfully in light of these challenges could impair our ability to react quickly responsiveness to changing business and market conditions and our ability to enforce compliance with group-wide standards and procedures.applicable requirements.

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Prior heading: Unexpected events, such as natural disasters, geopolitical conflicts, pandemics, and other events beyond our control, may increase our cost of doing business or disrupt our operations.

The occurrence of one or more unexpected events, including geopolitical conflicts (such as the Russia-Ukraine conflict and the conflicts in the Middle East), acts of terrorism or violence, civil unrest, Natural disasters, fires, tornadoes, tsunamis, hurricanes, earthquakes, floods and other forms of floods, severe weather weather, product failures, and power outages in regions in which we operate where we, our customers or in which our suppliers are located could adversely affect operate can damage facilities. In addition, the physical effects of climate change include increased frequency and severity of significant weather events, natural hazards, rising average temperatures and sea levels, and long-term changes in precipitation. These events and conditions can disrupt our operations and financial performance. Natural disasters, product failures, power outages or other unexpected events could result in physical damage to those of our customers and complete or suppliers, damage project sites, cause partial closure of one or more of our manufacturing facilities complete plant or distribution centers, temporary or long-term disruption in the supply of component products from local center closures, delay logistics and international suppliers, transportation to project sites, and contribute to supply chain disruption and delay market volatility. Changes in the transport of our products to project sites temperature and distribution centers. A public precipitation can also affect electricity demand patterns. Public health epidemic crises, epidemics or pandemic poses the risk that our pandemics can prevent employees, contractors, suppliers, customers, and other business partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns, travel restrictions, or other actions that may be requested or mandated by governmental authorities, or that such epidemic or pandemic actions, and may otherwise interrupt or impair business activities. Our operations and financial performance were negatively impacted by the COVID-19 pandemic that caused a slowdown operations. Any of economic activity, disruptions in global supply chains, and significant volatility and disruption these effects could adversely impact our business, results of financial markets. Existing insurance coverage operations, cash flows, and prospects. Insurance may not provide protection for cover all the costs that may arise losses from such events, and any incidents these events or may result in loss of, become more costly or increased costs of, such insurance. In addition, while we have less available, and our disaster recovery and business continuity plans (including those relating to our for information technology systems), they systems) may not be fully responsive to, or capable of eliminating or materially minimizing losses associated with, catastrophic events. As a result, any business disruption could still negatively affect our business, operating results, cash flows, or financial condition. Political and economic instability, restrictive trade policies, restrictions on the repatriation of funds, and export and import restrictions may disrupt our supply chain and impact our ability to generate products, solutions, and services to meet customer demands. The prices of raw materials and other components that we use in production may increase and be susceptible to significant fluctuations due to trends in supply and demand, commodity prices, currency exchange rates, transportation costs, government regulations and tariffs, price controls, and economic conditions, among other factors. In addition, various geopolitical factors, including the level of economic activity in China, the conflict in Ukraine, and the conflicts in the Middle East, have added to mitigate the volatility in energy costs. These circumstances may have a substantial adverse impact on our business activities, results of operations, cash flows, and financial condition.these events.

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Prior heading: Our business is exposed to risks associated with the volatile global economic environment and geopolitical conditions. Adverse

changes in economic or geopolitical conditions, particularly in locations where our customers, suppliers, or operations are located, as well as concerns about a range of other external factors including global trade armed conflicts, acts and global supply chain, developments in energy prices, inflation, interest rates, changes in government monetary or fiscal policies, import or export restrictions, tariffs, labor market challenges, currency exchange rate volatility, could have a material adverse effect on our business, results threats of operations, cash flows, and financial condition and may adversely impact the demand for our products, solutions, terrorism, civil unrest and services. Rising inflation political and interest rates may increase economic instability in regions where we, our cost of capital and could reduce the number of customers who purchase or our products, solutions, and services as credit becomes more expensive suppliers operate can damage facilities, cause partial or less available. complete plant or distribution center closures, disrupt component supply, damage infrastructure and delay transportation to project sites. The broader consequences of geopolitical conflicts, including the ongoing conflict between Russia and Ukraine, the conflicts in the Middle East, and possible conflicts that could emerge in other geopolitically sensitive areas, such as the Taiwan Strait and broader Asia Pacific region, terrorism threats, which have resulted in sanctions and other measures imposed by the EU, the U.S., and other countries in response, have also caused and may continue to cause disruption and instability in global markets, supply chains and industries also include sanctions that negatively impact prohibit our businesses, results ability to do business in specific countries, embargoes, restrictions on repatriation of operations, cash flows, financial condition, and pose reputational risks. In addition, funds, the potential inability to service our customers remaining performance obligations, and suppliers could be affected directly by an potential contractual breaches and litigation, regional political and economic downturn instability and some could face credit issues or cash flow problems that could give rise to payment delays, increased credit risk, bankruptcies, geopolitical shifts, and other financial hardships, which could adversely impact customer demand for the extent of any such threats effect our products business and results of operations as well as our ability to manage normal commercial relationships with our customers and suppliers. Depending on their severity and duration, the effects global economy, cannot be predicted. Geopolitical conflicts also contribute to volatility in financial markets, energy costs, and consequences of commodity prices. If global economic and political market conditions could have an adverse impact on were to deteriorate, we may experience material harm to our results of operations, cash flows, business, operating results, and financial condition.

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Prior heading: Failure to meet ESG (including sustainability) expectations or standards or achieve our ESG goals could adversely affect our business, results of operations, cash flows, and financial condition.

There has been an increased focus from regulators and stakeholders focus on ESG matters. These include areas such as greenhouse gas topics, including emissions and climate-related risks that are particularly relevant for the industries we serve and our businesses, as well as climate risk, inclusive employment practices and equal employment opportunities, employment, responsible sourcing, human rights and social responsibility, rights, and corporate governance. We have established set sustainability goals aligned with certain ESG goals and targets. Our these objectives, but our ability to accomplish them presents numerous operational, regulatory, financial, legal, and other challenges, several of which are outside of our control. Increasing focus on ESG factors has led to enhanced interest in the review of performance results by investors and other stakeholders and the potential for litigation and reputational risk. Some investors have used, and may continue to use, ESG criteria to guide their investment strategies, and may not invest control. Perceived deficiencies in us, or divest their holdings of us, if they believe our sustainability policies relating to or performance, or unfavorable ESG matters are inadequate. Our ratings of our voluntary disclosures of ESG data (e.g., under standards such as the Global Reporting Initiative, the Sustainability Accounting Standards Board (SASB), Board, and recommendations issued by the Financial Stability Board’s Task Force for Climate-related Financial Disclosures (TCFD) are evaluated and rated by various organizations that assess corporate ESG performance. Unfavorable ESG ratings, or our inability to meet the ESG standards set by specific investors, may lead to unfavorable sentiment toward us, which Disclosures), could have a negative impact, among other things, on negatively affect investor sentiment, our stock price price, and our cost of capital. Regulatory requirements related to ESG or sustainability reporting have been adopted in the EU that apply or will apply to us when effective, due to our revenues and employee populations in the EU, are frequently changing, including the EU CSRD, EU Taxonomy, and the EU CSDDD. In the U.S., such regulations have been issued requiring carbon emissions and climate risk disclosures in California, related to pension investments in California, and for the responsible investment of public funds in Illinois. Additional regulation is pending at the SEC, at the federal level for government contractors, and in other states. Globally, we anticipate an increase in carbon emissions CSDDD, and climate risk disclosure requirements under the International Sustainability Standards Board framework, such as the recently adopted Australian climate-related financial U.S. state-level requirements. Given our extensive disclosures legislation. We expect regulatory requirements related to ESG matters to continue to expand globally, particularly in the EU. We may be affected by about our ability to meet evolving and expanding emissions reporting requirements and by investor sustainability framework and public perception of our reporting goals and performance related to voluntary climate standards. Given the increasing scrutiny on ESG matters as well as the increasing number of regulatory obligations relating notwithstanding efforts we undertake to our business, there is manage those disclosures appropriately, we also an face increasing risk that we could be perceived as or accused risks of making allegations of inaccurate or misleading statements regarding our performance against ESG-related measures and/or ESG initiatives. statements. Failure to achieve meet our ESG goals, commitments and targets goals or comply with emerging ESG regulations could adversely affect our business, results of operations, cash flows, and financial condition. Changes in ESG regulations evolving requirements could lead to additional penalties, supply chain disruption, operational restrictions and compliance requirements upon us or our products, require new or additional investment in restrictions, product designs, result in redesign investments, carbon offset investments or otherwise could negatively impact our business and/or purchases, competitive position. Any such failure could harm our reputation, adversely impact our ability to attract and retain customers and disadvantages, reputational harm, talent and expose us to increased scrutiny from the investment community and enforcement authorities. International trade policies may impact demand for our products and our competitive position. Changes in government policies on foreign trade and investment can affect the demand for our products solutions, attraction and services, impact our competitive position, subject us to escalating costs, or prevent us from being able to offer our products, solutions, retention challenges, and services in certain countries. The implementation of more restrictive trade policies, such as import or export controls, required licenses or authorizations to engage in business dealings with certain countries or entities, higher tariffs, restrictions on outbound investment, more detailed inspections, exchange controls, a government’s adoption of “buy national” policies, local production requirements, heightened scrutiny or other barriers to entry, in countries where we sell large quantities of products, solutions, and services could be disruptive and costly to our business and could negatively impact our business, results of operations, cash flows, financial condition, and prospects.enforcement.

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Prior heading: Failure to obtain or comply with federal, state and local government approvals, licenses, and permits may negatively affect our ability to produce, market, and sell our products, solutions, and services.

Parts of our business are required to obtain, and to comply with, require international, federal, state, and local government approvals, licenses, and permits. Any of these approvals, licenses, or permits that may be subject to denial, revocation, or modification under various circumstances. Failure to obtain or comply with the conditions of approvals, licenses, denied, revoked, suspended, modified, delayed or permits may adversely affect our operations by suspending our activities not renewed, or curtailing our work and may subject us made more onerous. Noncompliance leads to penalties suspended operations, curtailed work, penalties, and other sanctions. For example, our U.S. nuclear operations in the U.S. are subject to regulation regulated by the NRC. Failure NRC; failure to obtain approval or renewal of our renew NRC licenses could result in significant disruptions to significantly disrupt our nuclear business. Obtaining licenses and renewing approvals, licenses or permits can be subject to involve extended time delays due to governmental requirements or suspensions and policies as well as local official processes has and availability. Although existing licenses are routinely renewed by various regulators, renewal could may in the future be denied or jeopardized by various factors, including the failure to comply with EHS laws and regulations, the failure to comply with permit conditions, violations found during inspections or otherwise, or local community, political, noncompliance, violations, or other opposition. In addition, concerns about community and political opposition, resulting in substantial costs. Heightened climate change concerns and increased environmental activism could slowdown regulatory approval of may slow approvals for fossil fuel-based power generation fuel-related activities that could negatively impact the related products, solutions, and services in certain regions where we provide to customers. If new legislation or regulations are enacted or implemented, or if existing laws sell our products, affecting associated offerings. New or regulations are amended or are interpreted laws or enforced differently, we changed enforcement may be required to obtain require additional operating approvals, licenses, facility, labor or permits. Moreover, changes in industry standards and governmental regulations may cause us product adaptations, leading to incur substantial costs to adapt our products, solutions, and services. costs. Our inability to obtain, and to comply with, the approvals, licenses, or permits required for our business could have a material adverse effect on us. In addition, our customers and suppliers are often required also subject to obtain, and comply with, approvals, licenses, or permits required for their businesses, and such approvals; their failure to obtain, failures or comply with, those approvals, licenses, difficulties in obtaining or permits complying with them may negatively impact hinder our ability to provide products and services to them and to execute our projects.

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Prior heading: Our operations are subject to various EHS laws and regulations, and potential litigation, and non-compliance with or liabilities under such laws and regulations could result in substantial costs, fines, sanctions, claims, additional regulatory oversight, suspension of operations, and reputational harm.

We are subject to extensive domestic and international EHS regulations. In addition to EHS regulatory compliance obligations, we regulations worldwide, including, for example, hazardous chemical handling laws, and may face liability arising out of the normal course of business, including alleged incur liabilities for personal injury, property damage, and human health risks due to exposure from exposures to hazardous substances, processes, or working conditions at our current or former facilities. We may also face liability in connection with the actions or omissions of facilities, including from third-party contractors working at our project sites contractor activities. Real or facilities. Any perceived or actual employee safety issues could result in substantial costs to us that may exceed our reserves, harm can be costly, damage our reputation, divert management’s management attention, and could potentially affect jeopardize our ability to continue operating operate in certain jurisdictions. In addition, we jurisdictions. We have and may become subject in the future continue to face increased regulatory oversight and operational suspensions of our operations for events that may occur at our projects. For example, we experienced a blade event during 2024 at our Vineyard Wind project, which, among other things, resulted in our having We invest significant amounts to suspend operations at that project for an extended period maintain policies and being subject procedures designed to additional regulatory oversight at that project. See Item 7. "Management's Discussion and Analysis of Financial Condition comply with EHS regulations, and Results of Operations — Offshore Wind" for further information. We we may be impacted by material changes in EHS regulations or subject need to substantial liability for environmental impacts, both of which may require invest increased capital expenditures. We may also be subject to increasingly stringent environmental standards amounts in the future, particularly as greenhouse gas emissions, and climate change regulations and initiatives increase and EHS laws and regulations grow future if there are material changes in number and complexity. Such laws and EHS regulations may impose additional liability on industrial manufacturers for the use or generation of chemicals, such as per/polyfluoroalkyl substances (PFAS), contained in components and products sourced in connection with manufacturing and services operations, and if adopted, may create additional liability, impact product design, manufacturing, and/or servicing and negatively affect financial results. Environmental laws also generally impose liability for investigation, remediation, and removal of hazardous materials and other waste products on property owners and those who dispose of materials at waste sites, whether their interpretation or not the waste was disposed of legally at the time application or in question. Some potential environmental liability exposures. In some jurisdictions, environmental laws provide for joint can impose strict, joint, and several or strict liability for remediation of releases of hazardous substances, which could result in us incurring a liability for environmental damage without regard to our negligence or fault. Such laws investigation and regulations could expose us to liability arising out of the conduct of operations or conditions caused by others, or remediation, including for our acts which were in compliance with all applicable laws conduct compliant at the time the acts were performed. Our nuclear operations expose us to various additional environmental, regulatory, and financial risks, including: •potential liabilities relating to harmful effects on the environment and human health resulting from nuclear operations and the storage, handling and disposal of radioactive materials; •unplanned expenditures relating to maintenance, operation, security, defects, upgrades and repairs required by the NRC and other government agencies; •limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with nuclear operations; and •potential liabilities arising out of a nuclear, radiological or criticality incident, whether or not it is within our control. Our nuclear operations caused by others. We are subject to various governmental safety-related requirements imposed by the U.S. Government, globally, including the U.S. Department of Energy, Energy and the NRC. In the event of non-compliance, these agencies might increase regulatory NRC; noncompliance could lead to increased oversight, impose fines fines, or shut down our operations, depending upon the assessment of the severity of the situation. Revised shutdowns. Changes to security and safety requirements promulgated by these agencies could necessitate substantial capital and other expenditures. In addition, we must comply with and are affected by laws and regulations relating to expenditures. For our nuclear operations, the award, administration, and performance handling of U.S. Government contracts. Government contract laws radioactive and regulations affect how we do business with hazardous materials exposes us and our customers and, in some instances, impose added to regulation, attendant costs and delays, and potential liabilities. Improper handling could cause personal injury, environmental contamination, property damage, and harm to surrounding communities. Accident severity may depend on the nature of the event, speed of corrective action, and factors beyond our business. A violation control (such as weather). Releases may damage or destroy property, depress property values, injure people, and require costly response actions. Activities of specific laws contractors, suppliers, or other counterparties involving these materials may also expose us to contractual or legal liability. We are subject to international, federal, state, and local regulations that are complex and frequently change; new or stricter requirements, changed interpretations, or newly discovered contamination could result require material expenditures or create unanticipated liabilities. Contractual protections and insurance may not be effective in the imposition of fines all cases or cover all liabilities; defense costs and penalties damages resulting from an accident or the termination of release (including those associated with a precautionary evacuation) could adversely affect our contracts or debarment from bidding on contracts.results, cash flows, and financial condition.

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Prior heading: We may be subject to periodic claims, litigation, regulatory proceedings, and enforcement actions, which may adversely affect our business and financial performance.

From time ordinary course of business, regularly subject to time, we are involved in claims, lawsuits, regulatory proceedings, inquiries, investigations, and enforcement actions brought or threatened against us in the ordinary course of business. Our business is subject to the risk of claims involving current customers and former their insurers, employees, affiliates, joint venture and consortium participants, subcontractors, suppliers, competitors, stockholders, and government regulatory agencies agencies. We also face legacy risks associated with previously owned businesses or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions, investigations, acquired businesses or other proceedings. Additionally, we liabilities assigned to GE Vernova in its Spin-Off from GE. Customers have had, asserted, and expect may assert in the future to have, customers who assert future, contractual or other claims related to the performance or design of our products, timeliness of delivery product performance, design, delivery, or other aspects of our commercial relationships. terms, among other claims. Given our size, the nature and type of our business, which often involves products, services, and contracts, large and long-duration projects and long-term commercial relationships, such claims, whether asserted in commercial discussions, litigation or other types of proceedings, claims can be for significant amounts. significant. Global enforcement of anti-corruption laws, such as the FCPA, has increased substantially in recent years, with more frequent voluntary self-disclosure by companies, aggressive investigations (including coordinated investigations across countries and governmental authorities) customs and anti-corruption enforcement proceedings by (e.g., under the U.S. and non-U.S. governmental agencies, and assessment of significant civil and criminal fines, penalties, Foreign Corrupt Practices Act) is unpredictable, and other sanctions against companies in such proceedings, we have incurred, and individuals. We may face in incur in the future, liability under anti-corruption laws based upon for actions or inactions even when they are not subject to beyond our control. Our global activities can also subject us to legacy legal proceedings and legal compliance risks that relate control, including with respect to claimed anti-competitive conduct or improper payments of certain companies prior actions taken by others we acquire during the pre-acquisition periods. Such investigations have assumed by acquisition or government scrutiny may also impact our ability to participate by assignment in various governmental financing programs and could connection with the Spin-Off. These proceedings may limit our access to project financing from from, or being involved with projects funded by, multilateral development banks and banks, the World Bank. Due to the inherent uncertainties associated with the resolution of claims, litigation, regulatory proceedings, investigations, Bank, and enforcement actions, it is often difficult to accurately predict the ultimate outcome of any such actions or proceedings. The outcome other sources of such claims, actions, lawsuits, investigations, and proceedings, is often difficult to assess or quantify, as financing. Outcomes are uncertain; plaintiffs or regulatory agencies and regulators may seek injunctive relief or recovery of very large or indeterminate amounts, and the magnitude of the potential loss losses may remain unknown for substantial periods of time or until the time of a final judgment, award, order or settlement. Given that our business involves large scale infrastructure projects and products and service contracts with a long duration, we are involved extended periods. Initial claims in commercial litigation or disputes from time to time where the initial amounts claimed by counterparties have been and may can be large, large even if ultimately our ultimate liability or settlement amounts to resolve such claims is significantly lower. In addition, lower, and plaintiffs in many types of actions may seek punitive damages, civil penalties, consequential damages punitive, consequential, or other losses, or injunctive or declaratory relief. Activist stockholders advocating for certain governance or strategic changes may also bring actions against us. These proceedings or actions could result in substantial cost and may require us to devote substantial resources to defend ourselves damages. Defense can be costly and distract our management from the operation of our business. While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. the business. We may therefore incur significant expenses defending any such suit or government charge defense costs and may payments or be required to pay amounts or otherwise change our operations in ways that could adversely affect our results of alter operations, and adversely affecting results, cash flows, and financial condition. For further information on material pending legal proceedings, see Insurance may not cover all liabilities or amounts and premiums may rise. See Note 22 in the Notes to the consolidated and combined financial statements.statements for further information on material pending legal proceedings.

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Prior heading: We are subject to antitrust and competition laws that can result in sanctions and conditions on the way we conduct our business.

We are subject to antitrust Antitrust and competition laws, which generally laws prohibit certain types of conduct deemed to be anti-competitive, including anti-competitive (e.g., price fixing, bid rigging, cartel activities, cartels, price discrimination, market monopolization, tying arrangements, acquisitions of competitors, allocation schemes, tying, anti-competitive acquisitions, and other practices that have, may have, or are perceived to have an adverse effect on competition. Regulatory authorities market allocation). Authorities may have authority to impose fines and sanctions or to require changes fines, sanctions, restrictions, or impose conditions on the way we conduct business in connection with alleged non-compliance with applicable law. Under certain circumstances, our business, and violations of antitrust laws could result in can lead to suspension or debarment of our ability to contract with from certain parties contracts or complete certain transactions. In addition, an increasing number The risk of jurisdictions investigation or enforcement may also chill or inhibit business activities. Many jurisdictions provide private rights of action for competitors or consumers to seek damages asserting claims of anti-competitive conduct. damages. Increased government scrutiny of our actions or enforcement or private rights of action in this area could adversely affect harm our business or damage our reputation. In addition, as previously reported by GE, the power and grid businesses that GE acquired from Alstom in 2015 were the subject of significant cases involving alleged anti-competitive conduct or improper payments by Alstom in the pre-acquisition period. A number of these matters remain ongoing as we seek to resolve them, reputation and it is possible that additional claims from legacy Alstom conduct could arise result in the future. Conducting internal investigations or responding to audits or investigations by government agencies could be costly and time-consuming. An adverse outcome under any such investigation or audit could subject us to fines or criminal or other penalties, which could have a material adverse effect on our business results, cash flows, financial condition, increased compliance or prospects.defense costs.

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Prior heading: We are subject to laws and regulations governing government contracts, public procurement, and government reimbursements in many jurisdictions, and the failure to comply could adversely affect our business.

We have agreements relating to the sale of our offerings sell to government entities around the world. As a result, we globally and are subject to various statutes and regulations in a variety of jurisdictions that apply to companies doing business with the government. The laws and rules governing government contracts can and public procurement, which differ from the laws governing private contracts contracting and government contracts may contain terms and conditions that are not applicable to private contracts or that expose us to higher levels of risk and potential liability than non-government contracts. Similarly, most jurisdictions have public procurement laws and reimbursement policies that set out rules and regulations for purchases and reimbursements by governmental entities. Certain countries impose additional requirements on government suppliers as a prerequisite to doing business in the country including, among other things, risks and liabilities, including local headcount requirements, presence, local manufacturing and supplier requirements, or sourcing, and technology or IP transfers. These jurisdictions may modify their laws, policies, rules, or regulations, or impose new requirements that could adversely affect our business. For contracts with the U.S. federal government, with certain exceptions, we must comply with the Federal Acquisition Regulation transfer requirements. Governments have a broader array of criminal, civil, administrative and applicable agency rules, the Procurement Integrity Act, the Buy American Act, and/ or the Trade Agreements Act. Some governmental entities, including the U.S. federal government, other penalties than are available in purely commercial contract disputes. Many government entities can terminate contracts for their convenience or for our default. These governmental entities default and their ongoing business with us may also be subject to continued legislative funding approval. Early termination for convenience of one or more of our contracts, executive funding approvals. Termination or a change in a government customer’s funding levels, changes could impact our reduce expected revenues. A termination for revenues; a default of one or more of our contracts termination could subject us to penalties and damages resulting from the default, including costs for the governmental entity to reprocure the items under contract, in addition to other trigger penalties previously listed. In addition, the U.S. federal government could invoke the Defense Production Act, requiring that we accept and prioritize contracts for materials deemed necessary for national defense, regardless of loss in revenue incurred on such contracts. In such circumstances, we may be required to reallocate time and resources away from our customers to fulfill U.S. federal government requests under the Defense Production Act. This could cause us to be unable to fulfill contractual obligations to non-U.S. federal government customers and harm long-term business relationships with our customers, suppliers, and channel partners, which could adversely affect our business. reprocurement costs. We are also subject to government audits, investigations, and oversight proceedings with respect to regulations governing government contracts, public procurement, and government reimbursements. Efforts to ensure our business arrangements comply with applicable laws involve substantial costs. It is possible that governmental oversight; ensuring compliance imposes costs, and enforcement authorities will may conclude that our business practices do not comply with current or future laws and regulations. If any such actions are instituted against us, defense can be costly, time-consuming, and may require significant financial and personnel resources. If we are not successful in defending ourselves or asserting our rights, those actions noncompliant. Adverse findings could have a significant impact on our business, including the imposition of result in civil, criminal, and administrative penalties, damages, disgorgement, monetary fines, individual imprisonment, possible exclusion from participation in certain government programs, contractual damages, reputational harm, delayed or reduced payments, diminished profits and future earnings, and profits, operational curtailment or restructuring of our operations. In addition, any of our government contracts could be terminated or we could be suspended or debarred from all government restructuring, contract work or participation in projects involving multilateral development banks. Any of these risks could have a material adverse effect on our business, results of operations, cash flows, financial condition, terminations, or prospects.suspension/debarment.

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Prior heading: We do not own the GE trademark or logo, and any elimination of our rights to use specified trademarks granted to us under our Trademark License Agreement with GE could have an adverse effect on our business results, cash flows, financial condition, or prospects.

We do not own the GE trademark or logo, which we logo. We use in line with our them under a Trademark License Agreement with GE and GE, in combination with the “Vernova” trademark that is owned by us. our Vernova trademark. GE owns and controls the GE brand, and the its integrity and strength of the GE brand will depend in large part on the efforts and businesses of how GE and other licensees of the GE brand and how the brand is used, promoted, licensees use, promote, and protected by them, protect it, which will be are factors largely outside of our control. Furthermore, there are certain circumstances under which the control. The Trademark License Agreement may be terminated. terminated under certain circumstances. Termination of the Trademark License Agreement would eliminate our rights to use the specified trademarks granted to us under this agreement GE marks and may result in our having could force us to negotiate a new or reinstated agreement with license on less favorable terms or cause us to lose our discontinue use of those marks. Loss of these rights under the Trademark License Agreement, which would likely require us to change our a corporate name change and undergo significant rebranding efforts. These rebranding efforts may global rebranding, which could be costly, require significant resources and expenses substantial management resources, disrupt customer relationships, and may affect impair our ability to attract and retain customers, all of which could have an adverse effect on our business results, cash flows, financial condition, or prospects. We own the “Vernova” trademark and have taken steps to protect it. We have filed trademark applications and have been issued registrations for this trademark around the world. We cannot be certain that, notwithstanding the legal protections, others do not or will not infringe or misappropriate our IP rights in this trademark.customers.

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Prior heading: Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted computer crimes pose a risk to our systems, networks, products, solutions, services, and data, as well as our reputation, which could adversely affect our business.

We manufacture In some of our businesses, we design, build and sell products that rely upon support software and computer systems to operate properly and process and store confidential information. Our products often that are connected to, embedded in our products and reside within, may operate within our customers’ information technology (IT) infrastructures. IT environments and process data. In some many jurisdictions, we are expected to design our products customers and regulators require built in cybersecurity protections. Techniques used to include appropriate circumvent cybersecurity protections, and regulatory authorities review such protections when granting marketing authorizations. The measures we take to protect our products and IT systems from unauthorized access may not be effective, particularly because techniques used to obtain gain unauthorized access or to sabotage systems change frequently, increase in sophistication, and often are constantly evolving and increasingly sophisticated, and our measures may not recognized until launched against a target. These risks apply to prevent, detect, or mitigate attacks across our installed base of base, current offerings, newly introduced products, products we currently sell, new products we will introduce in the future, and older technology that we no longer sell or service but remains legacy technologies still in use by customers. Increased global use. Global cybersecurity vulnerabilities, threats, computer viruses, and more sophisticated including malware and targeted cyber-related attacks, such as ransomware, as well as cybersecurity failures resulting from human error and technological or technology errors, and attacks by state, state-affiliated actors or cybercriminal groups, pose a risk risks to our security. They also pose a risk us and to the security of our customers', partners', suppliers', customers, partners, suppliers, and third-party service providers' infrastructure, products, systems, and networks and the confidentiality, availability, and integrity of our data and our customers’ data, providers as well as associated financial risks. As attackers become more capable (including sophisticated state or state-affiliated actors), and as critical infrastructure increasingly becomes digitized, the risks in this area continue to grow. A significant cyber-related attack, such as an attack those of companies we have acquired. Broader attacks on power grids or power plants, critical infrastructure could pose broader disruptions and adversely affect disrupt our business operations even if such an attack does not involve our products, solutions, services, existing or systems. We have also observed an increase in new systems or products are not directly targeted. Industry wide third-party cyber incidents and ransomware attacks on our suppliers, service providers and software providers, continue to increase, and our efforts to mitigate adverse effects on us if this trend continues may not be successful in the future. The large number of suppliers that we work with supplier base requires significant effort for the initial and ongoing verification of their implementation of effective cybersecurity requirements. The increasing degree of practices. Growing interconnectedness and shared liability between us and our partners, suppliers, and customers also poses a risk to the security of within our network as well as the larger ecosystem in which we operate. There can be no assurance that our various cybersecurity measures - including employee training, monitoring and testing, performing security reviews and requiring business partners with connections to heighten our network to appropriately secure their IT systems, and maintaining protective systems and contingency plans - will be sufficient to prevent, detect, and limit the impact of cyber-related attacks, and we remain vulnerable exposure to known or unknown threats. For example, we cybersecurity risks. We also outsource certain cybersecurity functions and will continue to look for opportunities to utilize functions, use managed security service providers. In addition, we providers, and collaborate with GE Aerospace on certain cybersecurity functions and will continue to do so during a the transition period following that follows our Spin-Off. These Spin-Off; these arrangements will increase our overall cyber risk given the degree of our interconnectedness with the provider due to interconnectivity and the potential impact on our outsourced functions that could be caused by an attack on such a provider. In addition to existing risks impacts from the integration of digital technologies into our business portfolio, the adoption of new technologies in the future may also increase our exposure to a cybersecurity incidents and failures. An unknown vulnerability or compromise could potentially impact the security of our software or connected products and lead to the misuse or unintended use of our products, loss of our IP, misappropriation of sensitive, confidential or personal information, safety risks or unavailability of products. incident. We also have access to handle sensitive, confidential or confidential, and personal information or information in our businesses that is subject to accordance with privacy and security laws, regulations or customer-imposed controls. We have vulnerability to security requirements. Security incidents, theft, misplaced, lost or corrupted data, data loss, programming errors, or employee errors errors, social engineering or malfeasance (including misappropriation by departing employees) that could potentially lead to the material compromise of sensitive, confidential or personal information, improper use of our systems, software solutions employees or networks, third parties) could result in unauthorized access, use, disclosure, modification or destruction of modification, destruction, or denial of access to information, as well as defective products, production downtimes, downtime, and operational disruptions. Furthermore, we We rely on software, third-party hardware, software, and other material components from a number of third parties to manufacture our products. If a material components. A supplier’s cyber incident impacting a supplier were to result in its prolonged inability to manufacture and/or ship such components, this could impact our ability to manufacture interrupt component availability and our products. In addition, third-party sourced manufacturing or business process. Third-party software components, (including open source or embedded code), malicious code, or a critical vulnerability emerging within such software vulnerabilities could expose our customers to increased cyber increase customer risk. If we were to experience a A significant cybersecurity incident impacting involving our information systems or data, the costs associated with the data could result in significant material investigation, remediation, and potential notification of the incident to customers, regulators, costs, damage our reputation, and counterparties could be material. Any such impact could result in financial or reputational damage, as well as expose us to litigation and regulatory enforcement actions.enforcement.

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Prior heading: Failure to comply with evolving data privacy and data protection laws and regulations or to otherwise protect personal information in the jurisdictions in which we operate, may adversely impact our business and financial results. We have access to

We access sensitive, confidential, proprietary, or and personal information (including employee information) in our businesses that is subject to a variety of numerous jurisdiction specific data privacy laws and security laws, regulations, standards, regulations contractual obligations, or and customer-imposed controls. The legal and regulatory environment related to data for privacy, data protection, and cyber security is increasingly complex and rigorous, with new and constantly continually evolving requirements applicable to our business. This evolution is further complicated by the adoption of requirements, including novel issues arising from new technologies, particularly technologies such as generative AI, which raises novel privacy and security issues. Enforcement practices vary widely in the jurisdictions in which our businesses operate and are likely to remain uncertain for the foreseeable future. As a result of our worldwide operations, we are subject to rapidly shifting privacy and data protection laws and regulations. AI. In the U.S., various federal and state regulators, including United States, the Federal Trade Commission, have adopted, or are considering adopting, laws, regulations, and standards concerning personal information, privacy, Commission and data security. There are also U.S. various state privacy laws that may impose privacy and security obligations on companies that collect and process personal information. These state laws, and similar state or federal laws or regulations that may be enacted in the future, may require us changes to modify our data processing practices and policies and thus incur could result in substantial compliance-related expenses or otherwise suffer adverse impacts on our business. compliance costs and operational impacts. Internationally, many of the jurisdictions in which we operate have adopted maintain unique data privacy and cybersecurity legal frameworks with which we must comply. frameworks. Violations of applicable data privacy or data protection laws or regulations could result in can lead to substantial fines, regulatory investigations, reputational damage, orders to cease processing or to change uses of data, data uses, sanctions, and enforcement notices, and raise the potential for civil claims and proceedings, including (including class action litigation. International, federal, and state laws, regulations, actions), and standards can reputational damage. These laws differ significantly from one another and may be are interpreted and applied differently over time and from jurisdiction to jurisdiction. It is not uncommon for there to be a period of uncertainty over how to practically apply the law, such as when there is a delay in regulators issuing supplementary enforced inconsistently across jurisdictions, often with delayed guidance or implementing regulations to provide clarity on their expectations. We are also observing an increase in jurisdictional specific requirements related to the cross-border transfer of personal information, which can bring complexity to processing operations that are supported by external creates prolonged uncertainty. Increasing cross border transfer restrictions and reliance on globally distributed third parties located globally. Given our global footprint, this complexity may significantly complicate our compliance efforts and impose considerable costs, such as costs related to add complexity, potentially necessitating organizational changes, modification of our data processing practices and policies, implementation of additional protection technologies, or consultation with third parties who have jurisdictional expertise. In addition, compliance with applicable requirements may take time away from technical safeguards, vendor management of other issues measures, and can external expertise, and may divert resources from other initiatives management attention and projects. resources. Any failure or perceived failure by us to comply with applicable international, federal, or state laws, regulations, standards, contractual obligations, or customer-imposed controls relating to data privacy and security security, or to adequately protect personal information, could adversely affect our business and result in damage to customer and employee relationships and our reputation and our relationship with result in our customers.incurring significant costs.

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Prior heading: If we are unable to attract and retain highly qualified personnel, we may not be able to execute our business strategy effectively and our operations and financial results could be adversely affected.

Our operations and future success depend depends on our ability to recruit, develop, and retain highly qualified personnel, particularly our senior management team, management, key employees employees, and technical personnel, and on our efficient utilization of our workforce. Our team members are the key resource staff, to developing, manufacturing, develop, manufacture, and delivering deliver our products and providing technical provide services to worldwide. Competition for talent, our customers around reputation, the world. Some availability of qualified individuals, and the emergence of new skills could limit our project sites involve placing team members ability to hire and retain needed personnel. Difficulties hiring, ineffective succession planning, or depletion of institutional knowledge, as well as inefficient workforce utilization and ability to engage qualified contractors, could impede execution of our strategy and growth objectives and adversely affect our business performance, results of operations, liquidity, and financial condition. Many projects require deploying personnel or contractors in geographically remote or high-risk locations, and we may expend significant efforts and locations. We incur substantial significant costs to satisfy employee meet safety criteria requirements and to attract and retain highly skilled personnel. For example, workers, and some roles—such as the installation, operation, and maintenance of offshore wind turbines is turbines—are difficult, labor intensive, and labor-intensive, costly, and requires depend on the availability of a highly skilled labor force. Notwithstanding highly-skilled labor. Despite our safety precautions and compliance with applicable laws and regulations, we have experienced safety incidents that resulted in serious safety incidents, including injury and death, involving our employees and contractors, and we may be unable to avoid similar incidents in the future. Any safety death. Safety concerns or incidents, regardless of fault, could adversely affect harm our ability to attract additional qualified employees or contractors. Factors that may affect reputation and further impede our ability to attract and retain sufficient numbers of qualified employees and contractors include employee morale, our reputation, competition from other employers, our ability to manage attrition, and availability of qualified individuals. Difficulties in hiring or retaining highly qualified personnel, the failure to properly manage succession plans, or the unexpected loss of experienced employees resulting in the depletion of our institutional knowledge base as well as difficulties in efficient utilization of our workforce could have an adverse impact on our business performance, reputation, results of operations, liquidity, or financial condition. Failure to ensure that we have the depth and breadth of personnel with the necessary skill set and experience, or the loss of key employees, could impede our ability to deliver our growth objectives and execute our strategy.contractors.

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Prior heading: We have significant net liabilities with respect to our postretirement benefit plans, including pension, healthcare, and life insurance benefits obligations, and the actual costs of these obligations could exceed current estimates and asset returns could be less than current estimates.

As of December 31, 2024, our total postretirement benefit plans’ We have net liabilities for pension, healthcare, and life insurance benefits for our employees, our former employees, and certain legacy former employees unrelated to our core business and allocated to us by GE was approximately $1.7 billion. GE. These net liabilities obligations arise under multiple benefit plans and statutory obligations in requirements across various countries. Increases in pension, healthcare, and life insurance benefits obligations and costs and decreases in rate of return of associated assets can adversely affect our earnings, cash flows, and financial condition. In addition, there may be upward pressure on the cost of providing healthcare benefits to current and future retirees and there can be no assurance that the measures we have taken to control increases in these costs will succeed and this could have a material adverse effect on our business results, cash flows, countries and financial condition. Most of the liabilities arise under pension plans, including include defined benefit pension plans, and include plans that are fully funded, partly partially funded, or unfunded. Our results of operations may be positively or negatively affected by the amount of income unfunded. Upward pressure on healthcare costs, increases in benefit obligations, or expense we record for asset underperformance could adversely affect our earnings, cash flows, and financial condition. Our defined benefit pension plans. expense is determined under U.S. generally accepted accounting principles (GAAP) requires that we calculate income or expense for the plans using actuarial valuations, which reflect valuations and annual remeasurements that rely on assumptions about financial markets, interest rates, discount rate, and the market inputs, including discount rates (generally based on high-quality corporate bond yields), expected long-term rate of return returns on plan assets. We are also required to make an annual measurement of plan assets assets, compensation growth, and liabilities, which may result in a significant reduction or increase in equity. The biometric factors that impact our pension calculations are subject to changes (such as participant mortality). Changes in key these assumptions or economic indicators, and future decreases in the conditions, such as lower discount rate rates or low returns on plan assets sustained market volatility, can increase our funding obligations and adversely impact our financial results. In addition, although U.S. GAAP expense and pension funding contributions are not directly related, key economic factors that affect U.S. GAAP expense would also likely affect the amount of cash we would be required to contribute to pension plans under the Employee Retirement Income Security Act of 1974 (ERISA). Failure and require us to achieve expected returns on plan assets driven by various factors, including sustained market volatility, could also result in an increase in the amount of make additional cash we would be required to contribute to pension plans. The defined benefit obligation is determined by actuarial assumptions such as the rate of compensation increase or pension progression rate and biometric factors (such as participant mortality), as well as the discount rate applied. The basis for determining the discount rate is in principle the yield on high-quality corporate bonds. A change of the discount rate and changes of the assessments of market yields used may result in significant changes contributions to the defined benefit obligation. plans. Differences between actual experience and the predicted actuarial assumptions, discount rates, and investment performance on plan assets can affect defined benefit plan liabilities. We assumed certain liabilities from GE in connection with the Spin-Off, including some liabilities unrelated to our core business. For example, we retained and assumed responsibility for certain liabilities for pension, healthcare, and life insurance benefits previously provided to GE employees, including our employees, our former employees, and certain other legacy former employees unrelated to our core business and allocated to us by GE. We currently partially rely on estimates and assumptions made by GE with respect to the scope, probability, and magnitude of these liabilities. Such estimates and assumptions involve complex judgments which are difficult to make. Actual developments may differ from estimates and assumptions, thereby resulting in an increase or decrease in our actual obligations for these liabilities. Changes as well as deviations in economic conditions, financial markets, investment performance, or legal conditions governing these liabilities can result in significant increases or decreases in the size of our actual obligations over time. Any of these factors and developments could have a material adverse effect on our business results, cash flows, financial condition, or prospects. Furthermore, accounting standards materially change net plan liabilities and legal conditions governing our pension obligations are subject to funding requirements. In addition, changes in applicable legislation, regulations, or case law. We cannot provide any assurance that we will not incur new law, or more extensive pension obligations in the future due to such changes. Any of these factors and developments accounting standards could have a material adverse effect on our business results, result in increased obligations, cash flows, financial condition, or prospects. For a discussion regarding how our financial statements have been and can be affected by our pension requirements, and healthcare benefit obligation, expenses. For further information, see Note 13 in the Notes to the consolidated and combined financial statements. Disruptions caused by labor disputes or organized labor activities could harm our business. A significant number of our employees around the world are members of, or represented by, labor unions and are covered by collective bargaining agreements with varying durations and expiration dates. Many of our European employees belong to, or are represented by, works councils. Union and works council requirements may limit our flexibility in managing costs and responding to market changes. In addition, employees who are not currently members of, or otherwise represented by, labor organizations may seek such membership or representation, as applicable, in the future. We cannot ensure that existing collective bargaining agreements will prevent a strike or work stoppage at our facilities in the future, that we will be successful in negotiating new collective bargaining agreements, that such negotiations will not result in significant increases in the cost of labor, including healthcare, pensions, or other benefits, or that a breakdown in such negotiations will not result in the disruption of our operations, including by way of strikes or work stoppages. In addition, negotiations with labor unions, possible work stoppages and other labor problems could divert management attention, which could further harm our business. Furthermore, some of our customers and suppliers have unionized work forces. We may experience an adverse impact on our operating results, financial condition, cash flows, and competitive position if we are subject, directly or indirectly, to labor actions by our or our suppliers’ or customers’ employees, or as a result of general country strikes or work stoppages unrelated to our business or collective bargaining agreements.statements.

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Prior heading: Volatility in currency exchange rates may adversely affect our financial condition, results of operations and cash flows. As a

result of our global operations, Because we generate and incur operate globally, we transact in a significant portion variety of our revenues and expenses currencies. Fluctuations in currencies other that the U.S. dollar. Our business is subject to foreign currency exchange rates fluctuations, particularly with respect to the Euro and the British pound sterling. Changes in the value of currencies of the countries in which we do business relative to the value of the U.S. dollar could can affect our ability to sell products competitively and control our pricing, cost structure, which could have an adverse effect on our business, cash flows, financial condition, and results of operations. Additionally, margins. For transactions not denominated in the U.S. dollar, we are subject to foreign currency exchange translation risk due to risk. In addition, since our financial statements are denominated in U.S. dollars, changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. As currency exchange rates between the U.S. dollar fluctuates against and other currencies in which we transact business, revenue have had, and income can be impacted, including revenue decreases due will continue to unfavorable foreign currency impacts. Strengthening have, an impact on our financial condition, results of the U.S. dollar relative to the euro operations, and the currencies of the other countries in which cash flows. Although we do business, could materially use hedging and adversely affect our ability derivatives to compete in international markets reduce earnings and cash flow volatility, our sales growth in future periods. In addition, we efforts may not be unable to hedge the effects of foreign exchange rate and interest rate changes in a cost-effective manner. successful. For a discussion of the ways and extent to which we attempt to mitigate the impact of foreign exchange risk, additional information, see Note 20 in the Notes to the consolidated and combined financial statements and Item 7A. "Quantitative “Quantitative and Qualitative Disclosures About Market Risk." Any Risk.” Future impairments of these risks long-lived assets, including goodwill, could have a material adverse effect on result in significant non-cash charges. We review our goodwill for impairment annually and whenever indicators of impairment arise and our other long-lived assets, including identifiable intangible assets and property, plant, and equipment, for impairment whenever indicators of impairment arise. Adverse changes in market conditions or in our business results, cash flows, financial condition, outlook, as well as future events or prospects.strategic decisions (including asset sales or changes in business direction), could result in impairment charges and related losses. Certain non-cash impairments may arise from shifts in strategic goals or broader business environment factors. Any impairment charges we recognize will reduce our results of operations.

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Prior heading: Changes in tax laws, tax rates, tariffs, adverse positions taken by taxing authorities, and tax audits could impact operating results.

We are subject to income and other taxes (including sales, excise, and value-added) value added) in the U.S. and numerous foreign jurisdictions. The determination of the Company’s Determining our worldwide provision for income taxes and liability for income and other tax liabilities provision requires significant judgment and is based on across diverse legislative and regulatory structures that exist in the various jurisdictions where the Company operates. These factors, together with changes legal regimes. Changes in tax laws, tax rates, tariffs, changes in interpretation of tax laws, the resolution of tax assessments or audits interpretations; new or increased tariffs; adverse positions by various tax authorities, taxing authorities; and the ability to fully utilize tax loss carryforwards and tax credits, could impact our operating results, including additional valuation allowances for deferred tax assets. Potential changes to tax laws, including changes to taxation resolution of global income, may have an effect on our subsidiaries structure, operations, sales, liquidity, cash flows, capital requirements, effective tax rate governmental audits and performance. For example, legislative or regulatory measures by U.S. federal, state or non-U.S. governments such as newly adopted global minimum taxes or other changes to the treatment of global income could assessments may significantly increase our cash tax costs obligations and effective tax rate. costs. We are unable to predict what have deferred tax reforms may be proposed or enacted assets in the future or what effect such changes would have certain countries, and their utilization depends on our business, but such generating sufficient taxable income in those jurisdictions (and within applicable carryforward periods). Subsequent changes could potentially result in higher tax expense and payments, along with increasing laws, rates, or rules in those jurisdictions could restrict or delay utilization, reduce the complexity, burden, and cost value of compliance.these assets, and adversely affect our financial results.

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Prior heading: The Spin-Off could result in significant tax liability to GE and its stockholders if it is determined to be a taxable transaction. GE

received a private letter ruling from the IRS to the effect that, among other things, the Spin-Off, qualifies as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. In connection with the completion of the Spin-Off, GE received a written opinion from each of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ernst & Young, LLP to the effect that the Spin- Off qualifies for non-recognition of gain and loss under Section 355 and related provisions of the Code. The opinion of counsel and the opinion of Ernst & Young, LLP did not address any U.S. state or local or foreign tax consequences of the Spin-Off. Each opinion assumed that the Spin-Off would be completed according to the terms of the Separation and Distribution Agreement and relies on the facts may not qualify as stated tax-free, which could result in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, the Information Statement and a number of other documents. In addition, the opinion of counsel, the opinion of Ernst & Young, LLP, and the private letter ruling relied on certain facts, assumptions, representations, and undertakings from GE and us regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings are incorrect or not otherwise satisfied, significant tax liabilities for GE and its stockholders may not be able and substantial indemnification obligations by us to rely on the opinion of counsel, the opinion of Ernst & Young, LLP, or the GE. Although GE obtained an IRS private letter ruling and could be subject to significant tax liabilities. The opinion of counsel opinions supporting tax-free treatment under Sections 355 and the opinion of Ernst & Young, LLP will 368(a)(1)(D), these are not be binding on the IRS or the courts, rely on compliance with specified agreements and there can be no assurance that the IRS or a court will representations, and do not take a contrary position. Notwithstanding the opinion of counsel, the opinion of Ernst & Young, LLP, cover state, local, or the private letter ruling, the foreign taxes. The IRS could determine on audit that the Spin-Off or any of certain related transactions is taxable if it determines that any of these facts, assumptions, representations, or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion that are not covered by the private letter ruling, or for other reasons, taxable, including as a result of certain significant changes in the stock ownership due to incorrect assumptions, breaches of GE covenants, or us after the Spin-Off. post-Spin-Off ownership changes. If the conclusions expressed in the opinion of counsel or the opinion of Ernst & Young, LLP are challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences of the Spin-Off (including the tax consequences to is taxable, GE and the U.S. Holders (as defined in the Information Statement)) its stockholders could be materially less favorable. If the Spin-Off were determined not to qualify for non-recognition of gain or loss under Section 355 and related provisions of the Code, each U.S. Holder who received face significant adverse tax consequences. Under our common stock in the Spin-Off would generally be treated as having received a distribution in an amount equal to the fair market value Tax Matters Agreement with GE, if tax-free treatment fails because of our common stock received, which would generally result in: (i) a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of GE’s current actions or accumulated earnings and profits; (ii) certain ownership changes (including a reduction in the U.S. Holder’s basis (but not below zero) 50% or greater change in GE common our stock to the extent by vote or value within the amount received exceeds specified four-year period under Section 355(e), excluding the stockholder’s share of GE’s earnings and profits; and (iii) taxable gain change that resulted from the exchange of GE common stock Spin-Off), we may be required to the extent the amount received exceeds the sum of the U.S. Holder’s share of GE’s earnings and profits and the U.S. Holder’s basis in its indemnify GE common stock. See “Material U.S. Federal Income Tax Consequences of the Spin-Off” in the Information Statement.for resulting taxes, interest, penalties, and related expenses, which amounts could be substantial.

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Prior heading: We agreed to numerous restrictions to preserve the non-recognition tax treatment of the Spin-Off, which may reduce our strategic and operating flexibility.

To preserve the tax-free nature of the Spin-Off and related transactions, we agreed in subject to covenants under the Tax Matters Agreement to for the period required under the agreement. These covenants and indemnification obligations that address compliance with are intended to preserve the non-recognition treatment of the Spin-Off under Section 355 and related provisions of the Code, as well as Code (and analogous state, local local, and foreign tax law. These laws). The covenants include certain restrictions limits on our activity for a period of two years following the Spin-Off. Specifically, we are subject to certain restrictions on our ability to enter into acquisition, merger, liquidation, sale, and acquisitions, mergers, liquidations, sales, dispositions, transfers or stock redemption transactions with respect to redemptions involving our stock or assets and we may be required to indemnify GE against any resulting tax liabilities even if we do not participate in or otherwise facilitate the acquisition. Furthermore, we are subject to specific restrictions on assets; discontinuing the active conduct of our trade or business, the issuance Gas Power business; issuing or sale of selling stock or other securities (including securities convertible into our stock but excluding convertibles, except certain compensatory arrangements), arrangements); and sales of selling, disposing or transferring assets outside the ordinary course of business. These covenants and indemnification obligations may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may maximize the value of our business, and might discourage or delay a strategic transaction that our stockholders may consider favorable. See “Certain Relationships and Related Person Transactions— Agreements with GE—Tax Matters Agreement” in the Information Statement. We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off. course. We may be unable to achieve the full strategic and financial benefits expected required to result from the separation and distribution, or such benefits may be delayed or not occur at all. We believe that, as an independent, publicly traded company, we are able to, among other things, more effectively focus on our own distinct operating priorities and strategies, better address specific market dynamics and target innovation, create incentives indemnify GE for our management and employees that align more closely with our business performance and the interests of our stockholders, achieve operational simplification and cost savings, and articulate a clear investment proposition taxes, interest, penalties, and tailored capital allocation policy to attract a long-term investor base best suited to our business needs. We may be unable to achieve some or all of the benefits related expenses that we expect to achieve as an independent company in the time we expect, if at all, for a variety of reasons, including: (i) compliance with the requirements of being an independent, publicly traded company require significant amounts of our management’s time and effort, which may divert management’s attention result from operating and growing our business; (ii) we may be more susceptible to market fluctuations, actions by activist stockholders, and other adverse events than if we were still a part any violation of GE; (iii) our businesses are less diversified than GE’s businesses prior to the separation; (iv) the actions required to separate GE’s and our respective businesses could disrupt our operations; and (v) these covenants. Further, under the terms of the Tax Matters Agreement, we are restricted from taking may be allocated a portion of liability relating to certain actions that pre-Spin-Off tax matters. Any such allocation or indemnification amounts could cause the Spin-Off to fail to qualify as a tax-free transaction be substantial. These covenants and these restrictions indemnification obligations may limit require us for a period of time from pursuing to forgo, delay, or restructure strategic transactions and equity issuances or engaging in other transactions that initiatives, and may increase the value of our business. If we fail to achieve some or all of the benefits discourage third parties from proposing transactions that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition, cash flows, and results of operations could be adversely affected.stockholders might otherwise favor.

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Prior heading: We or GE may fail to perform under various transaction agreements that were executed as part of the separation. In connection

with We may not realize the separation, benefits we expect from the Spin-Off, including greater strategic focus, operational simplification, cost savings, targeted innovation, and GE entered into various transaction agreements related a tailored capital allocation policy. Achieving these benefits depends on timely and successful execution of our stand alone strategy and may be limited by the costs and distractions of operating as an independent public company, restrictions intended to preserve the Spin-Off. All tax-free treatment of these agreements govern our the Spin-Off that may limit strategic transactions for a period of time, and reduced scale and diversification versus GE pre-separation. Building and sustaining standalone capabilities takes time, may be less effective, and could be costly and disruptive. Our ongoing relationship with GE . creates potential conflicts of interest, including where directors or officers have roles or equity interests in both companies, and our governance policies may not fully mitigate these risks. We rely on and GE are subject to satisfy its performance obligations under these agreements. If we multiple separation and transition agreements; if either party fails to perform (including with respect to indemnities, transition services, or other obligations), we could experience operational disruption and increased costs. Further, we may be obligated to indemnify GE are unable for actions and positions taken prior to satisfy the Spin-Off, and we may have limited influence on the determination of the indemnifiable amounts, which could be significant. In addition, certain GE credit support and guarantees of our or its respective obligations under may not be replaced or released when expected, which could impose contractual restrictions, require alternative credit support, and obligate us to indemnify GE for amounts paid. Any of these agreements, including indemnification obligations, events could adversely affect our business, results of operations, financial condition, cash flows, and financial condition could be adversely affected. See “Certain Relationships results of operations and Related Person Transactions” in the Information Statement.could limit our strategic flexibility.

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Prior heading: Our stock price may fluctuate significantly.

The market price of our common stock may fluctuate widely depending on many factors, some of which may be beyond our control. The nature of our business has in the past fluctuated, and industry subject us, may in the future fluctuate, significantly. Because we manufacture and sell products used in AI infrastructure, our stock price, to volatility. Should performance and the market price of our shares drop significantly, stockholders common stock are frequently linked to AI investment trends and sector sentiment, which has resulted in, and may institute continue to result in, significant volatility. A significant decline could result in securities class action lawsuits against us. A lawsuit against us could cause us to incur substantial costs and litigation, which could be costly, divert the time management’s attention, and attention of adversely affect our management and other resources.business.

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Prior heading: We may not achieve our target for returning our cash generation to our stockholders and the amounts we do return may be less than planned.

In December 2024, we announced our plan to return at least one-third of our cash generation to our stockholders. In connection with that plan, our Board initiated a quarterly cash dividend of $0.25 per share of our common stock, which we paid in January 2025, and a share repurchase authorization of up to $6 billion. Our ability to return cash to our stockholders will depend in the form of dividends or stock repurchases depends on our earnings, financial condition, cash requirements, needs, other potential cash uses, prospects, uses of cash, and other factors. Further, market conditions. In addition, the price, availability, and trading volumes of our common stock will also affect the repurchase timing and size of any share repurchases. As a result, we may not achieve our targeted level for returning cash generation to our stockholders and any amounts we do return may be less than planned.size.

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Prior heading: Certain provisions in our certificate of incorporation, bylaws, the Separation and Distribution Agreement, and Delaware law may discourage takeovers and limit the power of our stockholders.

Several provisions We may issue equity to finance acquisitions, raise capital, or for other purposes. We also grant stock-based awards to directors, officers, and employees, and some of those persons also have stock-based awards granted by GE prior to the Spin-Off that converted to our stock-based awards at the Spin-Off. We plan to continue granting additional awards (e.g., annual, new hire, and retention) under our equity compensation programs. These issuances dilute existing stockholders and may reduce earnings per share, potentially adversely affecting our stock price. Anti-takeover provisions and Delaware law may deter transactions and limit stockholder rights. Provisions in our certificate of incorporation, bylaws, the Separation and Distribution Agreement, and Delaware law that may discourage, delay, deter, or prevent a merger or acquisition. These include, among others, provisions that (i) classify our board of directors until 2029 whereby not all members are elected at one time, which could delay the ability of stockholders to change the membership of in control include: a majority of our classified board of directors; (ii) provide for the removal of through 2029 with directors removable only for cause during the time the Board is classified; (iii) establish that period; advance notice requirements for stockholder nominations proposals and proposals; (iv) limit the director nominations; limitations on stockholders’ ability of stockholders to call special meetings or act by written consent; (v) provide the Board the right authority to issue shares of preferred stock without stockholder approval; and (vi) provide for only the ability of our directors, and not stockholders, Board having authority to fill vacancies on the Board (including those resulting from an enlargement of the Board). created by Board expansion). We are also subject to Section 203 of the Delaware General Corporation Law (DGCL), which could have the effect of delaying or preventing a change of control that our stockholders may favor. In addition, we are subject to the change-of-control restrictions on change of control transactions under the Separation and Distribution Agreement described under “Certain Relationships and Related Person Transactions—Agreements with GE—Separation Agreement, and Distribution Agreement—Credit Support” restrictions in the Information Statement. Tax Matters Agreement intended to preserve the Spin- Off’s tax treatment. These and other provisions may discourage certain unsolicited transactions that could offer stockholders a premium for their shares. Exclusive forum provisions may limit stockholders’ choice of judicial forum. Unless we consent otherwise, our certificate of incorporation, bylaws, incorporation provides that the Separation and Distribution Agreement, and Delaware law, as well as Court of Chancery (or, if it lacks jurisdiction, another Delaware state court or the restrictions in our Tax Matters Agreement (see “Certain Relationships and Related Person Transactions—Agreements with GE —Tax Matters Agreement” in U.S. District Court for the Information Statement), may discourage, delay, or prevent certain types District of transactions involving an actual Delaware) is the exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a threatened acquisition or change in control claim of GE Vernova, including unsolicited takeover attempts, even though the transaction may offer breach of a fiduciary duty owed by any of our current or former directors, officers, employees, agents or stockholders the opportunity to sell their shares of us or our common stock at stockholders, (c) any action asserting a price above claim arising pursuant to any provision of the prevailing market price. Our Board believes these provisions will protect DGCL, our stockholders from coercive certificate of incorporation or otherwise unfair takeover tactics bylaws, or (d) any action asserting a claim governed by requiring potential acquirers to negotiate with the Board internal affairs doctrine, and by providing that federal district courts are the Board with exclusive forum for claims under the Securities Act of 1933, as amended. These provisions do not apply to Exchange Act claims, which are subject to exclusive federal jurisdiction. Courts may not enforce our exclusive forum provisions in all circumstances. The provisions may increase the cost of litigation for stockholders, limit forums perceived as more time favorable, discourage certain lawsuits, or, if found unenforceable, require us to assess any acquisition proposal.litigate in multiple jurisdictions, thereby increasing our costs.

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