SEC Form FWP filed by GE Vernova Inc.
$GEV
Filed Pursuant to Rule 433
Relating to Preliminary Prospectus
Supplement dated February 2, 2026
To Prospectus dated January 29, 2026
Registration File No. 333-293059
GE Vernova Inc.
February 2, 2026
4.250% Senior Notes due 2031
4.875% Senior Notes due 2036
5.500% Senior Notes due 2056
PRICING TERM SHEET
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Issuer:
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GE Vernova Inc. (the “Issuer”)
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Trade Date:
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February 2, 2026
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Settlement Date:
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February 4, 2026 (T+2)
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The Issuer expects to deliver the Notes (as defined herein) against payment for the Notes on or about February 4, 2026, which will be the second business day following the date of the pricing of the Notes, or “T+2”. Under Rule 15c6-1
under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any
date prior to one business day before the settlement date will be required, by virtue of the fact that the Notes initially will settle T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed
settlement and should consult their own advisors.
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Expected Ratings*:
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BBB (S&P) / BBB+ (Fitch)
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Offering Format:
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SEC Registered
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Security Title:
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4.250% Senior Notes due 2031 (the “2031 Notes”)
4.875% Senior Notes due 2036 (the “2036 Notes”)
5.500% Senior Notes due 2056 (the “2056 Notes” and, together with the 2031 Notes and the 2036 Notes, the “Notes”)
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Principal Amount:
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2031 Notes: $600,000,000
2036 Notes: $1,000,000,000
2056 Notes: $1,000,000,000
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Maturity Date:
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2031 Notes: February 4, 2031
2036 Notes: February 4, 2036
2056 Notes: February 4, 2056
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Coupon:
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2031 Notes: 4.250%
2036 Notes: 4.875%
2056 Notes: 5.500%
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Benchmark Treasury:
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2031 Notes: UST 3.750% due January 31, 2031
2036 Notes: UST 4.000% due November 15, 2035
2056 Notes: UST 4.750% due August 15, 2055
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Benchmark Treasury Price and Yield:
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2031 Notes: 99-19+; 3.837%
2036 Notes: 97-25; 4.279%
2056 Notes: 97-15; 4.913%
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Spread to Benchmark Treasury:
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2031 Notes: +45 basis points
2036 Notes: +65 basis points
2056 Notes: +78 basis points
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Yield to Maturity:
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2031 Notes: 4.287%
2036 Notes: 4.929%
2056 Notes: 5.693%
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Issue Price:
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2031 Notes: 99.835% of principal amount
2036 Notes: 99.578% of principal amount
2056 Notes: 97.239% of principal amount
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Proceeds (before expenses and underwriters’ discount):
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2031 Notes: $599,010,000
2036 Notes: $995,780,000
2056 Notes: $972,390,000
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Underwriting Discount:
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2031 Notes: 0.600% of principal amount
2036 Notes: 0.650% of principal amount
2056 Notes: 0.875% of principal amount
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Interest Payment Dates:
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2031 Notes: Semiannually on February 4 and August 4
2036 Notes: Semiannually on February 4 and August 4
2056 Notes: Semiannually on February 4 and August 4
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First Interest Payment Date:
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2031 Notes: August 4, 2026
2036 Notes: August 4, 2026
2056 Notes: August 4, 2026
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Optional Redemption:
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Make-Whole Call:
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The Issuer may redeem the 2031 Notes at any time and from time to time prior to January 4, 2031 (one month prior to the maturity date) at the greater of (i) 100% or (ii) a make-whole price calculated using a discount rate of the Treasury
Rate plus 10 basis points, in each case, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Issuer may redeem the 2036 Notes at any time and from time to time prior to November 4, 2035 (three months prior to the maturity date) at the greater of (i) 100% or (ii) a make-whole price calculated using a discount rate of the
Treasury Rate plus 10 basis points, in each case, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Issuer may redeem the 2056 Notes at any time and from time to time prior to August 4, 2055 (six months prior to the maturity date) at the greater of (i) 100% or (ii) a make-whole price calculated using a discount rate of the Treasury
Rate plus 15 basis points, in each case, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
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Par Call:
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The Issuer may redeem the 2031 Notes on or after January 4, 2031, at par plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Issuer may redeem the 2036 Notes on or after November 4, 2035, at par plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Issuer may redeem the 2056 Notes on or after August 4, 2055, at par plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
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Use of Proceeds:
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The Issuer intends to use the net proceeds from this offering for general corporate purposes, including financing a portion of the purchase price of its previously announced acquisition of the remaining 50% percent stake of Prolec GE, its
unconsolidated joint venture with Xignux, that closed on February 2, 2026.
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Day Count Convention:
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30 / 360
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CUSIP:
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2031 Notes: 36828A AA9
2036 Notes: 36828A AB7
2056 Notes: 36828A AC5
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ISIN:
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2031 Notes: US36828AAA97
2036 Notes: US36828AAB70
2056 Notes: US36828AAC53
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Denominations:
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$2,000 and integral multiples of $1,000 in excess thereof
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Joint Bookrunners:
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Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
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Co-Managers:
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BofA Securities, Inc.
BNP Paribas Securities Corp.
Credit Agricole Securities (USA) Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.
SG Americas Securities, LLC
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
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This pricing term sheet supplements, and should be read in conjunction with, the preliminary prospectus supplement, dated February 2, 2026, and the accompanying base prospectus and the documents incorporated by reference therein.
The Issuer has filed a registration statement (including a base prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the aforementioned
preliminary prospectus supplement and base prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site
at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you these documents if you request it by calling Citigroup Capital Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan
Securities LLC collect at 1-212-834-4533 and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another
email system.