DEF 14A of GE HealthCare Technologies Inc., Mar 19, 2026

DEF 14A of GE HealthCare Technologies Inc.

Filed Mar 19, 2026 · FY20250001932393-26-000021

Open on EDGAR

  1. Director Nominees

    Director Nominees The Nominating and Governance Committee (the “Governance Committee”) recommended and the Board nominated 8 of the 10 incumbent directors for election at the Annual Meeting to hold office until the 2027 Annual Meeting of Stockholders or until their successors have been elected and qualified. Dr. Risa Lavizzo‑Mourey and Dr. Tomislav Mihaljevic, each of whom has served on the Board since the Spin‑Off, have chosen not to stand for re-election to the Board due to other commitments and thus are not being nominated for re‑election at the Annual Meeting. The size of the Board will be 8 directors following the end of their terms at the Annual Meeting. The Board thanks Dr. Lavizzo‑Mourey and Dr. Mihaljevic for their invaluable service and outstanding contributions to the Company since the Spin-Off. Information about each director nominee in this Proxy Statement Summary is as of March 9, 2026.

  2. Director Nominees

    | H. Lawrence Culp, Jr. | | Independent | Peter J. Arduini | | | | | Chairman Chairman and Chief Executive Officer GE Aerospace Age: 62 | | | President and Chief Executive Officer GE HealthCare Technologies Inc. Age: 61 | | | Rodney F. Hochman | | Independent | Catherine Lesjak | | Independent | | | Chief Executive Officer Emeritus Providence Age: 70 | | | Audit Committee Chair Former Executive Vice President and Chief Financial Officer HP, and its predecessor, Hewlett-Packard Age: 67 | | | Kevin A. Lobo | | Independent | Anne T. Madden | | Independent | | | Chair and Chief Executive Officer Stryker Corporation Age: 60 | | | Senior Vice President, Portfolio Transformation Honeywell International Inc. Age: 61 | | | William J. Stromberg | | Independent | Phoebe L. Yang | | Independent | | | Talent, Culture, and Compensation Committee Chair Former Chief Executive Officer T. Rowe Price Group Age: 65 | | | Former General Manager Amazon Web Services, Healthcare Age: 56 | |

  3. Director Nominees

    | GE HEALTHCARE 2026 PROXY STATEMENT | 5 |

  4. Governance

    Governance GE HealthCare’s commitment to good corporate governance is embodied in our Governance Principles. The Governance Principles set forth the Board’s governance practices. The Governance Committee assesses the Governance Principles on an ongoing basis in light of current practices. The following is a summary of our significant corporate governance practices.

  5. Governance

    | Key Corporate Governance Practices | | | •Majority of independent directors, with a goal of at least two-thirds independent; 7 out of 8 director nominees are independent •Annual election of all directors by majority vote •No supermajority provisions in governing documents •Strong lead director with clearly delineated duties •Lead director oversees the Board’s periodic review of its leadership structure •Annual Board and committee self-evaluations •Board-level oversight of AI strategy and sustainability matters •Board refreshment mechanism (term limit of 15 years) | •Regular executive sessions of independent directors •Board and committees may hire outside advisors independent of management •Clawback policy that applies to all cash and equity incentive awards •Prohibitions against hedging and pledging •Robust stock ownership and retention requirements •Limits on director outside board commitments (“overboarding”) •No poison pill or dual-class shares •Stockholder right to call special meetings at 25% •Proxy access provisions |

  6. Governance

    | 6 | GE HEALTHCARE 2026 PROXY STATEMENT |

  7. Governance

    | Management Proposal No. 1 Election of Directors | | All nominees are current GE HealthCare Board members. What are you voting on? At the Annual Meeting, eight director nominees will stand for election to hold office until the 2027 Annual Meeting of Stockholders or until their successors have been elected and qualified. | | | The Board recommends a vote FOR each director nominee | |

  8. Nominee Biographies

    Nominee Biographies The following information about each director nominee is as of March 9, 2026.

  9. Nominee Biographies

    | | H. Lawrence Culp, Jr. | Independent Chairman Age: 62 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Finance and Accounting •Risk Management •Global •Academia and Nonprofit Other Current Public Company Boards •GE Aerospace Prior Public Company Boards •Danaher Corporation •GlaxoSmithKline •T. Rowe Price Group Other Positions •Member and former Chairman, Board of Visitors & Governors, Washington College •Member, Board of Trustees, Wake Forest University | | Chairman and Chief Executive Officer, GE Aerospace | | | | Mr. Culp is the Chairman and Chief Executive Officer of GE Aerospace. Mr. Culp joined the GE Board of Directors in April 2018 and was appointed Chief Executive Officer of GE in October 2018. In June 2022, he assumed additional duty as Chief Executive Officer of GE Aerospace and became Chairman and Chief Executive Officer of GE Aerospace when it launched as a public company in April 2024. He has also served as the non-executive Chairman of our Board since the Spin-Off. As Chairman and Chief Executive Officer of GE, Mr. Culp led the industrial technology company’s multi-year financial and operational transformation. Under his leadership, GE further focused the company’s portfolio and simultaneously improved operations across its businesses by implementing and adopting lean with a relentless focus on safety, quality, delivery, and cost—in that order—to better serve customers. These efforts built a strong foundation for the successful creation of three independent, investment-grade public companies GE HealthCare, GE Vernova, and GE Aerospace. Each company is an industry leader with extensive global installed bases and a strong services orientation. Prior to joining GE, Mr. Culp spent 25 years at Danaher Corporation, including serving as President and Chief Executive Officer from 2001 to 2014. Mr. Culp joined Danaher in 1990 at Veeder-Root, becoming President in 1993. He was appointed Group Executive and Corporate Officer in 1995, with responsibility for Danaher’s Environmental and Electronic Test and Measurement platforms while also serving as President of Fluke and Fluke Networks. He was named Executive Vice President in 1999, Chief Operating Officer in 2000, and President and Chief Executive Officer in 2001. Mr. Culp is a graduate of Washington College and Harvard Business School, and he served as a Senior Lecturer at Harvard Business School from 2015 to 2018. We believe that Mr. Culp’s globally recognized leadership, risk management, and executive management experience make him uniquely qualified to serve as our Chairman. | | |

  10. Nominee Biographies

    | GE HEALTHCARE 2026 PROXY STATEMENT | 7 |

  11. Nominee Biographies

    | | Peter J. Arduini Age: 61 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Finance and Accounting •Science and Technology •Risk Management •Global Other Current Public Company Boards •Bristol Myers Squibb Prior Public Company Boards •Integra LifeSciences Other Positions •Director, Advanced Medical Technology Association •Director and Chair of Funds Development, The National Italian American Foundation | | President and Chief Executive Officer, GE HealthCare Technologies Inc. | | | | In December 2022, Mr. Arduini was appointed as our President and Chief Executive Officer in connection with the Spin-Off, and he has also served as a member of the Board since the Spin-Off. He served as the President and Chief Executive Officer of GE’s healthcare business from January 2022 until December 2022. Previously, Mr. Arduini was the President and Chief Executive Officer of Integra LifeSciences (“Integra”), a global medical technology company, from January 2012 to December 2021. During his tenure as Integra’s Chief Executive Officer, the Integra portfolio evolved significantly to a faster growing and more profitable company through multiple acquisitions and a sustainable research and development pipeline. Prior to Integra, Mr. Arduini worked at Baxter Healthcare as President of its Medication Delivery division. Before Baxter Healthcare, he spent 15 years at GE’s healthcare business in a variety of leadership roles in the United States and globally, including leading the Computed Tomography and Molecular Imaging business, Healthcare Services and U.S. sales. As our Chief Executive Officer and with many years of experience leading organizations that provide healthcare products and services, Mr. Arduini has extensive knowledge of the industry and is uniquely qualified to understand the opportunities and challenges facing our business. | | |

  12. Nominee Biographies

    | | Rodney F. Hochman MD | Independent Committee Memberships Compensation Committee Governance Committee Age: 70 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Finance and Accounting •Science and Technology •Risk Management •Academia and Nonprofit Prior Public Company Boards •Diversey Holdings Other Positions •Fellow of the American College of Rheumatology •Fellow of the American College of Physicians •Advisory Board Member, University of Washington Foster School of Business •Dean’s Advisory Board Member, Boston University School of Medicine •Board Chair, Truveta •Director, LeanTaas •Member, Boston University Board of Trustees •Board Chair, Institute for Systems Biology | | Chief Executive Officer Emeritus, Providence | | | | Dr. Hochman has served as a member of our Board since the Spin-Off. Dr. Hochman has served as Senior Advisor, Healthcare at Bain Capital, LP, a private investment firm, and Chief Executive Officer Emeritus of Providence, a Catholic not-for-profit health system, since January 2025. From 2016 through December 2024, Dr. Hochman served as the President and Chief Executive Officer of Providence. Dr. Hochman also served as a member of the board of Providence until his retirement in December 2024. From 2013 to 2016, he served as the President and Chief Executive Officer of Providence Health & Services, Inc., which merged with St. Joseph Health to form Providence St. Joseph Health (now Providence) in 2016. Before that, he served as the President and Chief Executive Officer of Swedish Medical Center from 2007 to 2012. From 1998 to 2007, Dr. Hochman held various leadership roles within the Sentara Health System. He is former Chair of the American Hospital Association and the Catholic Health Association. We believe Dr. Hochman is well-qualified to serve on our Board because of his extensive leadership experience, finance and accounting expertise, and healthcare knowledge. | | |

  13. Nominee Biographies

    | 8 | GE HEALTHCARE 2026 PROXY STATEMENT |

  14. Nominee Biographies

    | | Catherine Lesjak | Independent Chair: Audit Committee Committee Memberships Audit Committee | Financial Expert Age: 67 Birthplace: Canada | Key Skills & Experience •Finance and Accounting •Science and Technology •Risk Management •Global Other Current Public Company Boards •GE Aerospace Prior Public Company Boards •SunPower •PROS Holdings Other Positions •Advisory Board, Haas School of Business, University of California, Berkeley | | Former Executive Vice President and Chief Financial Officer, HP, and its predecessor, Hewlett-Packard | | | | Ms. Lesjak was appointed to our Board in December 2022 in connection with the Spin-Off. Ms. Lesjak held a broad range of financial leadership roles over a 32-year career at HP Inc. (formerly Hewlett-Packard Company) (“HP”), a multinational information technology company, from which she retired in March 2019. Most recently, from July 2018 until March 2019, she was the interim Chief Operating Officer of HP. From January 2007 to November 2015, Ms. Lesjak was Executive Vice President and Chief Financial Officer of HP, and from November 2015 to July 2018, she was Chief Financial Officer. Ms. Lesjak served as Interim Chief Executive Officer of HP from August 2010 until November 2010. Prior to being named Chief Financial Officer, Ms. Lesjak served as Senior Vice President and Treasurer of HP. Earlier in her career at HP, she managed financial operations for Enterprise Marketing and Solutions and the Software Global Business Unit. We believe Ms. Lesjak is well-qualified to serve on our Board because of her significant risk management and leadership experience and financial expertise. | | |

  15. Nominee Biographies

    | | Kevin A. Lobo | Independent Committee Memberships Compensation Committee Age: 60 Birthplace: India | Key Skills & Experience •Healthcare Industry •Finance and Accounting •Science and Technology •Risk Management •Global Other Current Public Company Boards •Stryker •Parker-Hannifin* Other Positions •Chair of Board of Trustees, Valley Hospital •Director, Advanced Medical Technology Association •Member, The Business Council | | Chair and Chief Executive Officer, Stryker Corporation | | | | Mr. Lobo has served as a member of our Board since March 2026. Mr. Lobo has served as Chief Executive Officer of Stryker Corporation (“Stryker”), a global medical technology company, since October 2012 and as chair of the Stryker Board of Directors since July 2014. From June 2011 to October 2012, Mr. Lobo served as President of Stryker's Orthopedics Group, and from April 2011 to June 2011, he served as President of Stryker's Neurotechnology and Spine Group. Prior to Stryker, Mr. Lobo held various operations leadership roles at Johnson & Johnson, including as President of Ethicon Endo Surgery, and Rhône-Poulenc from 1997 to 2011. Earlier in his career, he held finance roles of increasing responsibility at KPMG, Unilever, and Kraft Canada from 1987 to 1997. We believe Mr. Lobo is well-qualified to serve on our Board due to his extensive leadership experience, finance and accounting expertise, and deep industry knowledge. | | |

  16. Nominee Biographies

    * Kevin Lobo will step down from the Parker-Hannifin board following its annual meeting later in 2026.

  17. Nominee Biographies

    | GE HEALTHCARE 2026 PROXY STATEMENT | 9 |

  18. Nominee Biographies

    | | Anne T. Madden | Independent Committee Memberships Audit Committee | Financial Expert Governance Committee Age: 61 Birthplace: United States | Key Skills & Experience •Finance and Accounting •Science and Technology •Risk Management •Government and Legal •Global Other Positions •Director, Quantinuum, a subsidiary of Honeywell | | Senior Vice President, Portfolio Transformation, Honeywell International Inc. | | | | Ms. Madden has served as a member of our Board since the Spin-Off. Since May 2025, Ms. Madden has served as Senior Vice President, Portfolio Transformation at Honeywell International Inc. (“Honeywell”), a diversified technology and manufacturing company, where she also served as Senior Vice President and General Counsel from October 2017 to May 2025 and Corporate Secretary from January 2018 to September 2019. Prior to that, Ms. Madden was Vice President, Corporate Development and Global Head of M&A at Honeywell for sixteen years. During her tenure, Honeywell made approximately 100 acquisitions representing approximately $15 billion in revenues and divested approximately 70 businesses representing close to $9 billion of non-core revenues. Ms. Madden joined AlliedSignal, Honeywell’s predecessor, in 1996 as General Counsel of Fluorine Products and, later that year, became Vice President and General Counsel of Specialty Chemicals and then Vice President and Deputy General Counsel of Performance Materials and Technologies. Earlier in her career, Ms. Madden worked at Shearman & Sterling and KPMG. We believe Ms. Madden is well-qualified to serve on our Board because of her significant risk management, legal, and business experience. | | |

  19. Nominee Biographies

    | | William J. Stromberg | Independent Chair: Compensation Committee Committee Memberships Audit Committee | Financial Expert Compensation Committee Age: 65 Birthplace: United States | Key Skills & Experience •Finance and Accounting •Risk Management •Global •Academia and Nonprofit Prior Public Company Boards •T. Rowe Price Group Other Positions •Advisory Board Chair, Johns Hopkins University Whiting School of Engineering •Board of Trustees Member, Johns Hopkins University •Director, Institute for Islamic, Christian, and Jewish Studies | | Former Chief Executive Officer, T. Rowe Price Group | | | | Mr. Stromberg has served as a member of our Board since the Spin-Off. Mr. Stromberg served as Interim Chief Investment Officer at Johns Hopkins University from June 2024 to February 2025. From January 2016 through May 2024, Mr. Stromberg was a director of the T. Rowe Price Group, Inc. (“Price Group”), a global investment management firm, and served as the non-executive Chair of the Price Group board from December 2021 through his retirement from the Price Group board in May 2024. Mr. Stromberg served as the Chief Executive Officer of Price Group from January 2016 to December 2021 and was its President from 2016 to February 2021. Prior to that, Mr. Stromberg was Price Group’s Head of Equity from 2009 to 2015 and the Head of U.S. Equity from 2006 to 2009. Earlier in his career at Price Group, he served as a Director of Equity Research and as a portfolio manager. Before joining Price Group in 1987, he was employed by Westinghouse Defense as a systems engineer. We believe Mr. Stromberg is well-qualified to serve on our Board because of his extensive financial, leadership, and business experience. | | |

  20. Nominee Biographies

    | 10 | GE HEALTHCARE 2026 PROXY STATEMENT |

  21. Nominee Biographies

    | | Phoebe L. Yang | Independent Committee Memberships Audit Committee Governance Committee Age: 56 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Science and Technology •Government and Legal •Global •Academia and Nonprofit Other Current Public Company Boards •Doximity Other Positions •Board of Stewardship Trustee, CommonSpirit Health •Lecturer in Law, Stanford Law School •Independent Board Director, Judi Health •Advisor, Brighton Park Capital •Venture Partner, Redesign Health | | Former General Manager, Amazon Web Services, Healthcare | | | | Ms. Yang has served as a member of our Board since the Spin-Off. She is currently Lecturer in Law at Stanford Law School, where she designed and teaches a course on business leadership in the age of AI. She was the General Manager of Amazon Web Services, Healthcare, a provider of cloud computing platforms and services, between May 2020 and September 2022. Prior to this role, she was at Ascension, where she served as Chief Strategy Officer for Population Health and as Lead Managing Director of Ascension Holdings International. Ms. Yang previously served as a public company senior executive at The Advisory Board Company, Discovery Inc., and AOL Time Warner. Ms. Yang also served as an appointee in two U.S. presidential administrations in the U.S. Department of State and the Federal Communications Commission. We believe Ms. Yang is well-qualified to serve on our Board because of her extensive business, legal, and government experience, both in the U.S. and globally, and her expertise in healthcare, AI, cybersecurity, digital transformation, and global expansion. | | |

  22. Nominee Biographies

    | GE HEALTHCARE 2026 PROXY STATEMENT | 11 |

  23. Director Compensation

    Director Compensation The Compensation Committee recommends to the Board for approval compensation and benefits for non-employee directors. The Compensation Committee designed a compensation program structured to: •Fairly compensate directors for work required given the Company’s size and scope; •Align director interests with the long-term interests of stockholders; and •Maintain a simple and transparent structure that is easy for stockholders to understand. The Non-Employee Director Compensation and Benefits Plan outlines all aspects of our non-employee directors’ compensation and benefits. Annual compensation is paid to non-employee directors in a combination of cash and equity retainers. Cash retainers are paid after the end of each quarter of service and are prorated for partial years of service. The equity retainer is granted on the day of our Annual Meeting of Stockholders, or for non-employee directors who join the Board on a date other than an Annual Meeting of Stockholders, the date on which the director becomes a member of the Board. The aggregate dollar value of equity-based and cash compensation granted or payable to any non-employee director will not exceed $750,000 during any calendar year. The Compensation Committee reviews non-employee director compensation every two years and makes recommendations for any program changes to the Board, as necessary. The review is informed by benchmarking data from our compensation peer group and advice from the Compensation Committee’s independent compensation consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy”). In September 2024, the Compensation Committee conducted its biennial review. Based on the results, in December 2024 the Compensation Committee recommended and the Board approved an increase of $20,000 in the annual equity retainer to maintain market competitiveness, effective as of January 1, 2025. Non-employee directors received the following retainers and fees in 2025:

  24. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid to or earned by our non-employee directors for the year ended December 31, 2025.

  25. Director Compensation Table

    | Director Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | H. Lawrence Culp, Jr.(4) | 254,930 | 219,996 | | 474,926 | | Risa Lavizzo‑Mourey | 180,000 | 219,996 | | 399,996 | | Rodney F. Hochman(5) | 124,939 | 219,996 | | 344,935 | | Lloyd W. Howell, Jr.(6) | 70,313 | 219,996 | | 290,309 | | Catherine Lesjak | 150,000 | 219,996 | | 369,996 | | Anne T. Madden(5) | 124,939 | 219,996 | | 344,935 | | Tomislav Mihaljevic | 125,000 | 219,996 | | 344,996 | | William J. Stromberg(7) | 144,933 | 219,996 | 2,500 | 367,429 | | Phoebe L. Yang | 125,000 | 219,996 | | 344,996 |

  26. Director Compensation Table

    (1)Consists of annual retainer fees for service as a director and a member of Board committees. Director fees that would have been paid in cash, but, at the election of the director, were received in DSUs, are included in this “Fees Earned or Paid in Cash” column. DSUs are immediately vested, but receipt of the shares is deferred until the first business day after the date specified by the director following separation from service on the Board. (2)Amounts disclosed in this column reflect the aggregate grant date fair value of the RSUs, as applicable, granted to our non-employee directors during 2025, as determined under the principles used to calculate the grant-date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. GE HealthCare determines the grant date fair value of stock unit awards by multiplying the number of RSUs granted by the closing market price of a share of GE HealthCare common stock on the date of grant. Unvested stock awards outstanding as of December 31, 2025 for each non-employee director consisted of 3,092 RSUs. (3)Represents contributions made by the GE HealthCare Foundation under a charitable contribution matching program generally available to the Company’s U.S.-based employees and non-employee directors. (4)On May 28, 2025, Mr. Culp received a grant of 3,583 DSUs in lieu of his annual cash retainer. The grant date fair value of that award was $254,930, determined as noted in footnote 2 above. (5)On May 28, 2025, Dr. Hochman and Ms. Madden each received a grant of 1,756 DSUs in lieu of their annual cash retainer. The grant date fair value of each award was $124,939, determined as noted in footnote 2 above. (6)Mr. Howell resigned from the Board on July 23, 2025. (7)On May 28, 2025, Mr. Stromberg received a grant of 2,037 DSUs in lieu of his annual cash retainer. The grant date fair value of that award was $144,933, determined as noted in footnote 2 above.

  27. Director Compensation Table

    | 30 | GE HEALTHCARE 2026 PROXY STATEMENT |

  28. Director Compensation Table

    | Management Proposal No. 2 Approval of Our Named Executive Officers’ Compensation in an Advisory Vote | | What are you voting on? Pursuant to Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation paid to our NEOs in 2025, as described in this proxy statement. We currently hold say-on-pay votes annually. The next say-on-pay vote will occur at our 2027 Annual Meeting of Stockholders. Why does the Board recommend a vote FOR the say-on-pay proposal? As described in the Compensation Discussion and Analysis below, the Board believes our executive compensation program is designed to effectively align the interests of our executives, including our NEOs, with our stockholders. The Company’s compensation programs play a significant role in our ability to attract, retain, and motivate top talent to enable our strategies to create a world where healthcare has no limits. Furthermore, the Board believes the use of a mix of base salary and annual and long-term incentives, along with performance metrics tied to executing on our business strategies and priorities, will result in long-term value creation. Accordingly, the Board recommends that stockholders vote FOR the following resolution: “RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, and related information provided in this proxy statement, is hereby APPROVED.” | | | The Board recommends a vote FOR the say-on-pay proposal | |

  29. Director Compensation Table

    | GE HEALTHCARE 2026 PROXY STATEMENT | 31 |

  30. Executive Compensation Best Practices

    | | What We Do | | What We Don’t Do | | Pay-for-performance through emphasis on at-risk, performance-based compensation programs Set rigorous annual bonus and long-term PSU goals tied to Board-approved budget and strategic objectives Align executive and stockholder interests by providing a majority of total target compensation in long-term incentives for our NEOs Maintain robust stock ownership and retention requirements for our directors and executive officers, including a 6x base salary requirement for our CEO Conduct proactive and ongoing stockholder outreach Mitigate undue risk-taking by conducting annual risk assessments and capping potential incentive plan payouts Maintain a robust clawback policy that authorizes recoupment of both time- and performance-based awards in the event of misconduct, including outside the context of a financial restatement Retain a fully independent executive compensation consultant whose independence is reviewed annually by the Compensation Committee Maintain equity grant practices designed to avoid grants right before or at the time of release of material non-public information, including through the use of pre-established grant dates Hold annual stockholder say-on-pay advisory vote Conduct an annual review of the compensation and practices of a compensation peer group | | No hedging of Company securities by employees or directors No pledging of Company securities by employees or directors No re-pricing of Options without stockholder approval No “single trigger” cash severance or equity acceleration based solely upon a change in control No excise tax gross-ups for change in control and severance payments No payouts of dividend equivalents on equity awards during vesting or performance periods No excessive perquisites | |

  31. Pay-for-Performance

    | | Salary | | Target Bonus | | PSU Target Grant Value | | Option Grant Value | | RSU Grant Value |

  32. Pay-for-Performance

    (1)The percentages illustrating the compensation mix and amount at-risk are rounded to equal 100%. Actual percentages for the CEO Target Pay Mix are as follows: Salary (7.5%), Target Bonus (11.6%), PSU Target Grant Value (40.5%), Option Grant Value (20.2%), and RSU Grant Value (20.2%). Similar rounding was applied to the Target Pay Mix of Other NEOs (Average) chart.

  33. Total Rewards Philosophy and Guiding Principles

    | Business-Focused and Performance-Differentiated •We offer “at-risk” annual incentives that are aligned with our business strategies for the year •We offer “at-risk” long-term incentives that are aligned with long-term value creation for our stockholders •We design incentives with an effective link between pay and performance to drive accountability and ensure we win together with differentiated pay-for-performance from the GE HealthCare level to the individual level, reinforcing a culture of meritocracy that empowers participants to excel and reach their full potential in a high-performing and inclusive environment •We offer significant “at-risk” pay to our senior leadership while mitigating unnecessary and excessive risk-taking •Our total rewards programs have a deliberate focus on accelerating profitable growth | | Ownership-Oriented We empower an entrepreneurial spirit within our culture and align compensation with our stockholders’ interests by providing meaningful equity awards to eligible participants and maintaining robust policies that require significant stock ownership by our senior executives | | Competitive, Motivating, and Fair We provide total rewards programs that are competitive in the markets we compete in while taking into account a participant’s experience, performance, and contributions, and motivating our participants to successfully execute our business strategy, while being fair across our participants | | Simple and Transparent Our total rewards programs are intended to drive employee engagement and business success through simple and transparent plan designs |

  34. Compensation Peer Group

    Compensation Peer Group Our compensation programs are evaluated against a 15-company peer group within the broader medical device and medical technology spaces, representing organizations with which we compete for executive talent (the “Compensation Peer Group”). Annually, the Compensation Committee, with input from Semler Brossy, reviews the Compensation Peer Group to determine whether adjustments are warranted. In general, the assessment considers several peer characteristics including business type, revenue, and market capitalization compared to GE HealthCare. Following the annual review, and with advice from Semler Brossy, the Compensation Committee determined that the existing 15-company peer group remained an appropriate comparator group for our 2025 compensation programs. For setting 2025 individual total direct compensation, the Compensation Committee primarily referenced benchmarking data from the full 15-company Compensation Peer Group. Where appropriate for certain individual roles, the Compensation Committee used the 13 U.S.-based peers (excluding Siemens Healthineers AG and Koninklijke Philips N.V.) and other survey sources.

  35. Our 2025 Compensation Peer Group

    Our 2025 Compensation Peer Group

  36. Our 2025 Compensation Peer Group

    | Abbott Laboratories | Danaher Corporation | Koninklijke Philips N.V. | | Agilent Technologies, Inc. | Edwards Lifesciences Corporation | Siemens Healthineers AG | | Baxter International Inc. | Hologic, Inc. | Stryker Corporation | | Becton, Dickinson and Company | Intuitive Surgical, Inc. | Thermo Fisher Scientific Inc. | | Boston Scientific Corporation | Medtronic plc | Quest Diagnostics Incorporated |

  37. Annual Bonus Plan

    Annual Bonus Plan For 2025, we provided annual cash incentive opportunities to our executives, including our NEOs, under the Bonus Plan. The performance metrics and targets for awards under the Bonus Plan were set at the beginning of the year and designed to drive Company and business segment performance, based on financial, operational, and strategic priorities. How 2025 Bonuses for Our NEOs Were Determined. All NEOs are eligible to participate in the Bonus Plan. Target bonus percentages for our NEOs are reviewed and approved annually by the Compensation Committee. For 2025, the Compensation Committee increased Mr. Arduini’s target bonus percentage from 150% to 155%, effective April 1, 2025. There were no other changes to the target bonus percentages for the other NEOs, all of whom have a target bonus of 100% of base salary. In the first quarter of 2025, the Compensation Committee approved financial metrics and targets at the corporate and segment levels, as well as metrics and targets for the strategic initiatives modifier. For executives in roles overseeing all of GE HealthCare, including Messrs. Arduini, Saccaro, Kass-Hout, and Jimenez, financial metrics were fully tied to corporate-level performance goals. For Ms. Bankes, financial metrics were tied in part to corporate-level performance goals with a meaningful weighting (40%) and to PCS segment performance goals with the majority of the weighting (60%). As shown below, bonuses paid to our NEOs are determined formulaically based on each NEO’s base salary, target bonus percentage, applicable corporate and segment financial performance, strategic initiatives modifier, and an individual performance multiplier.

  38. Annual Bonus Plan

    | Base Pay as of 12/31X | Target Bonus PercentageX | Corporate Level: Performance Targets 100% Corporate Segment Level: Performance Targets 40% Corporate 60% Segment | +/- | +/-10% Strategic Initiatives ModifierX | Individual Performance Multiplier (0% - 150%) | = | Final Award |

  39. Annual Bonus Plan

    How 2025 Bonus Plan Metrics Were Selected. The financial metrics used in the 2025 Bonus Plan were selected to align with GE HealthCare’s strategic pillars of Growth Acceleration and Business Optimization. At the corporate level, the plan focuses on three key financial metrics: •GE HealthCare Organic revenue* (weighted 50%) •GE HealthCare Adjusted EBIT* (weighted 30%) •GE HealthCare Free cash flow* (weighted 20%) For the PCS segment, the three key financial metrics selected were: •PCS Organic revenue* (weighted 50%) •PCS Adjusted EBIT* (weighted 30%) •PCS Inventory Turns (weighted 20%) * Non-GAAP financial measure. See the Appendix for additional information and definitions of these non-GAAP financial measures.

  40. Annual Bonus Plan

    | GE HEALTHCARE 2026 PROXY STATEMENT | 37 |

  41. Annual Bonus Plan

    To further align compensation with GE HealthCare’s strategic priorities, the 2025 Bonus Plan includes a strategic initiatives modifier. The modifier focuses on the following two key areas: •New Product Introduction (“NPI”) Vitality – Reflecting our commitment to innovation under our Precision Care pillar, this metric measures the percentage of Organic revenue generated from products introduced within the past three years. Beginning with the 2025 performance year, we modified the measurement period from five quarters to three years for better alignment with product lifecycles and competitive market practices. •Safety – Supporting our foundational priority of People, Patients, and Culture, this metric focuses on prevention of high‑risk incidents by measuring the rate of serious work‑related injuries and illnesses (“Serious I&I,” as defined by ASTM International E2920‑19). Beginning in 2025, we modified our safety metric definition from Occupational Safety and Health Administration of the U.S. Department of Labor recordable I&I rate to the Serious I&I rate to emphasize prevention and mitigation of the most significant risks. The strategic initiatives modifier may increase or decrease financial metric results by up to +/- 10 percentage points (+/- 5 percentage points for each initiative), based on achievement against these goals. The Compensation Committee selected both the financial and strategic initiatives metrics to incentivize strong performance across the Company’s key drivers of long-term value creation and reflect how GE HealthCare is managed at the corporate and segment levels. Finally, each NEO was assessed against individual goals tied to their roles and responsibilities, and an individual performance multiplier between 0% and 150% was assigned. Final awards are capped at 200%, inclusive of the individual performance multipliers. How 2025 Bonus Plan Targets and Performance Levels Were Determined. In March 2025, the Compensation Committee established targets and performance levels for each financial metric that were designed to be rigorous yet realistic and informed by the Company’s 2025 budget. The Compensation Committee also established targets for the two metrics included in the strategic initiatives modifier, aligning them with the Company’s strategy, business priorities, and internal forecast for the year. Assuming threshold performance goals were attained, our NEOs were eligible to receive between 50% and 200% of their target bonus award, corresponding to threshold and maximum performance, respectively. The target, threshold, and maximum performance levels for each financial metric were set with reference to the annual corporate and segment budgets, and approved by the Compensation Committee. Under the 2025 Bonus Plan design, failure to meet the threshold performance level for any individual metric would result in no payout for that metric. If threshold performance is not met across all metrics, no bonus payout overall is awarded. How Corporate Level Performance Was Determined. As shown below, in the first quarter of 2026, the Compensation Committee certified the 2025 Bonus Plan performance results, which determine payout levels for each financial and strategic initiative metric at the corporate level.

  42. Annual Bonus Plan

    | GE HealthCare Bonus Plan Financial Performance Metrics(1) | Weight | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) | Actual Bonus Performance | Metric Payout | NPI Vitality % Modifier (+/- 5%) | Serious I & I Modifier (+/- 5%) | Bonus Payout | | Organic revenue ($M) | 50% | $18,560 | $19,957 | $21,354 | $20,173 | 115% | +5% | (5%) | 101% | | Adjusted EBIT ($M) | 30% | $2,750 | $3,235 | $3,720 | $3,150(2) | 91% | | | | | Free cash flow ($M) | 20% | $1,245 | $1,660 | $1,992 | $1,505 | 81% | | | |

  43. Annual Bonus Plan

    (1)All metrics are non-GAAP financial measures. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the Bonus Plan. (2)Adjusted to exclude $5M for the impact of two 2025 acquisitions not contemplated when targets were set in 2025. How PCS Segment Level Performance Was Determined. As noted above, Ms. Bankes is the only NEO with performance goals tied to a segment (PCS), for which she is the segment President and CEO. In the first quarter of 2026, the Compensation Committee certified the 2025 Bonus Plan performance results of our PCS segment to determine the payout level for Ms. Bankes, as shown below.

  44. Annual Bonus Plan

    | PCS Segment Bonus Plan Financial Performance Metrics | Weight | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) | Actual Bonus Performance | Metric Payout | PCS Payout (60%) | Corporate Level Bonus Payout (40%) | NPI Vitality % Modifier (+/- 5%) | Serious I & I Modifier (+/- 5%) | Bonus Payout | | PCS Organic revenue(1) ($M) | 50% | $3,003 | $3,229 | $3,455 | $3,062 | 63% | 48% | 101% | +5% | (5%) | 69% | | PCS Adjusted EBIT(1) ($M) | 30% | $339 | $399 | $459 | $221 | —% | | | | | | | PCS Inventory Turns | 20% | 3.2 | 4.3 | 5.1 | 3.9 | 82% | | | | | |

  45. Annual Bonus Plan

    (1)Non-GAAP financial measures. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the Bonus Plan.

  46. Annual Bonus Plan

    | 38 | GE HEALTHCARE 2026 PROXY STATEMENT |

  47. Annual Bonus Plan

    How NEO Bonus Payouts Were Determined. As shown below, in the first quarter of 2026, the Compensation Committee approved 2025 Bonus Plan payouts for our NEOs, which were determined based on the achievement of performance goals at the corporate, and, for Ms. Bankes, segment level and individual performance multipliers. For Mr. Arduini, the Compensation Committee approved an individual performance multiplier of 100%. Mr. Arduini had no role in the determination of his bonus. For Messrs. Saccaro, Kass-Hout, and Jimenez and Ms. Bankes, individual performance multipliers of 100%, 100%, 100%, and 115%, respectively, were recommended by our CEO and approved by the Compensation Committee. For information on the factors considered by the Committee in approving these multipliers, see details of individual performance for all NEOs in “Compensation Actions for 2025” beginning on page 43.

  48. Annual Bonus Plan

    | NEO | 2025 Bonus Performance Group | 2025 Bonus Target | Corp / Segment Results | Individual Performance Multiplier | 2025 Bonus Payout % | 2025 Bonus Payout $ | | Peter Arduini(1) | 100% Corporate Level | $2,060,479 | 101% | 100% | 101% | $2,081,084 | | James Saccaro | 100% Corporate Level | $900,000 | 101% | 100% | 101% | $909,000 | | Taha Kass-Hout | 100% Corporate Level | $900,000 | 101% | 100% | 101% | $909,000 | | Frank Jimenez | 100% Corporate Level | $900,000 | 101% | 100% | 101% | $909,000 | | Jeannette Bankes(1) | 40% Corporate Level, 60% PCS | $458,630 | 69% | 115% | 79% | $363,923 |

  49. Annual Bonus Plan

    (1)Mr. Arduini’s target bonus amount reflects proration for the increase in his bonus target from 150% to 155%, effective April 1, 2025. Ms. Bankes’ target bonus amount reflects proration for time served in her role during 2025.

  50. Long-Term Incentive Program

    Long-Term Incentive Program GE HealthCare’s 2025 Long-Term Incentive (“LTI”) Program focuses on our Growth Acceleration and Business Optimization strategic pillars and includes a portfolio of three equity vehicles: PSUs, Options, and RSUs. The awards are designed to motivate and incentivize executives to create sustainable long-term value, support the attraction and retention of top talent, and align executive and stockholder interests through a meaningful ownership stake in the Company. How LTI Award Mix and Amounts Were Determined. Annual LTI awards represent the largest portion of each NEO’s annual total target compensation. The Compensation Committee considers various factors for determining the size and mix of annual equity awards for our NEOs, including our long-term business objectives, market practices, and individual performance. As illustrated below, in 2025, once the total annual LTI award amount for each NEO was determined by the Compensation Committee, 50% was granted in PSUs, 25% in Options, and 25% in RSUs.

  51. Vehicle Mix and PSU Calculation

    Vehicle Mix and PSU Calculation

  52. Vehicle Mix and PSU Calculation

    | 50% PSUs three-year performance period and cliff vesting | + | 25% Options 1/3 vesting 18/30/42 months from grant | + | 25% RSUs 1/3 vesting 18/30/42 months from grant |

  53. Vehicle Mix and PSU Calculation

    | Organic revenue (50%) | + | Cumulative Adjusted EPS (50%)X | Relative TSR Modifier vs. Compensation Peer Group (+/-20%) | = | Final Award(1) (0%-200%) |

  54. Vehicle Mix and PSU Calculation

    (1)Threshold achievement for both financial metrics would result in a 50% payout.

  55. Vehicle Mix and PSU Calculation

    | GE HEALTHCARE 2026 PROXY STATEMENT | 39 |

  56. PSUs

    PSUs How Annual PSUs Work. Our PSUs are designed to focus executives on the Company’s long-term financial and operating goals. PSU payouts are earned only if GE HealthCare achieves specified performance levels over the performance period. The Compensation Committee chooses performance metrics it believes align with the Company’s long-term strategic objectives and contribute to the creation of long-term stockholder value. The Compensation Committee then monitors the Company’s performance against the performance metrics over a three-year performance period and certifies the final levels of achievement following the end of the period. The certified PSU achievement levels determine the percentage of the target number of PSUs under the award that executives earn. The Compensation Committee establishes targets and performance levels that are designed to be rigorous but realistic and informed by the Company’s long-term financial goals. The target, threshold, and maximum performance levels for each performance metric are set with reference to our annual budgets and long-term strategic plan established by senior management and approved by the Board. PSUs vest at the end of the three-year performance period, contingent upon satisfaction of the performance criteria and subject to the NEO’s continued employment through the vesting date (with exceptions for certain termination events). Beginning with 2025 awards, if a grantee becomes retirement-eligible while still employed, any PSUs held for at least one year continue to vest under the original vesting schedule whether the grantee retires or remains employed (subject to satisfaction of performance criteria). For awards granted prior to 2025, PSUs held for at least one year vest immediately upon a grantee becoming retirement-eligible while still employed (subject to satisfaction of performance criteria).

  57. 2025 PSUs

    2025 PSUs How Metrics and Targets for PSUs Were Selected. The 2025 performance metrics and targets for PSUs granted to our NEOs were approved by the Compensation Committee in March 2025. The Compensation Committee chose Organic revenue (weighted 50%) and Cumulative Adjusted EPS (weighted 50%) as financial metrics to incentivize and focus executives on long-term profitable growth. The PSUs are then subject to modification of +/-20% based on three-year relative TSR versus our Compensation Peer Group. The Organic revenue target was derived from a three-year target growth rate established at the beginning of the 2025–2027 performance period. Achievement is assessed using 2027 Organic revenue, which is the endpoint of the three-year target growth rate. This approach aligns with how management communicates with and incentivizes executives to drive sustained revenue growth over the full performance period. The Cumulative Adjusted EPS achievement is assessed using the sum of Adjusted EPS for the years 2025, 2026, and 2027. Results will be interpolated for performance between threshold, target, and maximum with potential final payouts between 50% and 200% of target PSUs granted for threshold and maximum performance, respectively, inclusive of the TSR modifier. Failure to achieve threshold on either financial metric would result in no payout for that metric, and failure to achieve threshold on both financial metrics would result in no payout overall. The financial metrics are tied to corporate performance, which aligns all our leaders who receive PSUs with the same performance targets, in contrast to the metrics used in the Bonus Plan, which for GE HealthCare segment employees are assessed based in part on segment-level performance. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the 2025 PSUs.

  58. 2025 Options and RSUs

    2025 Options and RSUs The Compensation Committee believes that Options and RSUs effectively focus executives on delivering long-term value to stockholders. Options have value only to the extent that our stock price rises between the grant date and the exercise date. RSUs reward and are intended to help retain executives by offering them the opportunity to receive GE HealthCare stock if they remain employed by the Company through the date the vesting restrictions lapse (with exceptions for certain termination events). Options and RSUs align NEOs’ interests with those of stockholders as their realized pay is dependent upon the Company’s stock price. Vesting of 2025 Stock Options and RSUs. The annual Options and RSUs granted to our NEOs in 2025 will vest over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, subject to the NEO’s continued employment through each such vesting date (with exceptions for certain termination events). Beginning with 2025 awards, if a grantee becomes retirement-eligible while still employed, any Options and RSUs held for at least one year continue to vest under the original vesting schedule whether the grantee retires or remains employed. For awards granted prior to 2025, any Options and RSUs held for at least one year vest immediately upon a grantee becoming retirement-eligible while still employed. Options generally expire 10 years from the grant date.

  59. 2025 Options and RSUs

    | 40 | GE HEALTHCARE 2026 PROXY STATEMENT |

  60. Annual PSU Award Results

    Annual PSU Award Results 2023 Annual PSUs. In 2023, PSUs were granted to Messrs. Arduini, Saccaro, Kass-Hout, and Jimenez with a three-year performance period spanning 2023-2025. Ms. Bankes was not employed by the Company at the time the 2023 PSU awards were granted and therefore did not receive an award. The performance metrics approved by the Compensation Committee in February 2023 were as follows: •2025 Organic Revenue – derived from a three-year target growth rate established at the beginning of the 2023–2025 performance period with achievement assessed using the 2025 Organic revenue endpoint associated with the three-year growth rate (50% weight); •2023-2025 Cumulative Adjusted EBIT – measured over the three-year performance period (50% weight); and •Relative TSR Modifier – modifies the combined financial metric results by up to +/-20% based on the Company’s total shareholder return performance relative to the Compensation Peer Group over the three-year period. All determinations regarding performance are made solely by the Compensation Committee in accordance with the customary accounting and financial reporting practices used by the Company for external reporting. The Compensation Committee retains discretion to adjust for any recapitalization, split-up, spinoff, reorganization, restructuring, or other similar corporate transaction, as determined by the Compensation Committee. This allows the Compensation Committee to use its authority to make tailored adjustments when warranted to prevent dilution or enlargement of intended benefits. As external trade conditions evolved with changes in tariff policies throughout 2025, management developed and the Compensation Committee reviewed a framework to assess the aggregate impact on performance metrics used for performance-based incentive compensation. This framework was designed to assess Company performance, including operational execution of mitigation efforts undertaken in 2025 to strengthen the Company’s resilience in a dynamic global environment, and whether incentive compensation payouts would result in undue penalties or windfalls for incentive plan participants. The Compensation Committee applied this framework to assess both the positive and negative external impacts. In the first quarter of 2026, the Compensation Committee certified the performance results for the 2023 PSU awards and determined the payout levels for each metric, as shown in the table below. In certifying results, the Compensation Committee evaluated the impact of the unanticipated external trade‑related developments using the Company’s assessment framework. The Compensation Committee determined that the external market developments in 2025 had adversely affected the Company’s ability to reach the performance metrics set in February 2023 and excluded the net impact of those developments from the Cumulative Adjusted EBIT results, modestly increasing the payout from 90% to 95%. This adjustment was tailored to align payouts with the performance objectives established in 2023, and to reward management for moving with speed and agility to mitigate the impact of tariffs while delivering strong commercial execution, making continued progress on our innovation pipeline, and delivering on the Company’s strategy centered on precision care, growth acceleration, and business optimization over the performance period. Based on these certified results and adjustments, each NEO who received a 2023 PSU award earned 95% of the target number of PSUs granted to them in March 2023.

  61. Annual PSU Award Results

    | 2023 Annual PSU Financial Performance Metrics | Weight | Threshold (50% Payout) | | Target (100% Payout) | | Max (150% Payout) | | Actual PSU Performance | | Metric Payout | 2023-2025 rTSR Percentile | 2023-2025 rTSR Multiplier (+/- 20%) (1) | 2023 Annual PSU Payout | | 2025 Organic Revenue ($M) | 50% | | $19,814 | | $20,857 | | $21,900 | | $20,418 | 79% | 73rd | 119% | 95% | | 2023-2025 Cumulative Adj. EBIT ($M) | 50% | | $8,607 | | $10,126 | | $11,139 | | $9,567(2) | 82% | | | |

  62. Annual PSU Award Results

    (1)Threshold and maximum performance for rTSR multiplier is set at 25th and 75th percentiles, respectively. (2)Adjusted to add back $245M, which represents the incremental tariff impact, net of mitigation actions led by management, incurred in 2025. How NEO 2023 Annual PSU Payouts Were Determined. As shown below, in the first quarter of 2026, the Compensation Committee approved 2023 Annual PSU payouts for our NEOs, which were determined based on the achievement of the 2023 Annual PSU performance goals.

  63. Annual PSU Award Results

    | NEO | 2023 Annual PSU Target | 2023 Annual PSU Results | 2023 Annual PSU Payout | | | Shares (#) | | Shares (#) | | Peter Arduini | 78,851 | 95% | 74,908 | | James Saccaro | 23,800 | 95% | 22,610 | | Taha Kass-Hout | 24,568 | 95% | 23,340 | | Frank Jimenez | 23,240 | 95% | 22,078 |

  64. Annual PSU Award Results

    | GE HEALTHCARE 2026 PROXY STATEMENT | 41 |

  65. Other LTI Awards

    Other LTI Awards 2025 New-Hire Award. In connection with attracting and retaining top executive talent, from time to time the Compensation Committee approves one-time equity awards in consideration of the value of equity that candidates forfeit from prior employers. In 2025, the Compensation Committee approved a New-Hire RSU award for Ms. Bankes with a target value of $2,200,000 in recognition of equity awards forfeited from her former employer. The award has a graded vesting schedule with 50% vesting on each of the first and second anniversary of the grant date, subject to her continued employment through each vesting date (with exceptions for certain termination events, including prorated vesting for termination without cause or for good reason). See details of the exceptions to vesting in “Potential Payments Upon Termination or Change in Control” beginning on page 57.

  66. Equity Grant Practices

    Equity Grant Practices Management has developed an annual and off-cycle equity grant schedule designed to avoid granting equity close in time to the release of the Company’s quarterly earnings. We also do not time the disclosure of material nonpublic information on the basis of equity grant dates, or vice versa. Annual equity awards are typically approved by the Compensation Committee at its regularly-scheduled meeting in late January or early February to be granted in early March. The Compensation Committee may also approve equity awards throughout the year for various reasons, including recruitment of new hires, promotions, and retention and/or recognition of top talent. These off-cycle grants are made on regularly scheduled quarterly dates. We may also make equity grants at other times under certain circumstances. The Compensation Committee has also delegated authority to the Company’s CEO to grant equity awards to employees who are neither under the Compensation Committee’s purview nor direct reports to the CEO, subject to certain limitations on grant value and number of shares granted, as established by the Compensation Committee. These equity awards generally follow the same granting schedules as described above. In response to Item 402(x) of Regulation S-K, we note that in 2025, (1) no NEOs were awarded Options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (2) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  67. Equity Grant Practices

    | 42 | GE HEALTHCARE 2026 PROXY STATEMENT |

  68. Compensation Actions for 2025

    | | Peter Arduini President and CEO | 2025 Target Pay Mix | | | | | | | | | | | | | | | | 2025 Performance Highlights As President and CEO, Mr. Arduini shapes our strategy, establishes the framework against which performance is measured, and delivers on that performance. During 2025, Mr. Arduini: •Delivered strong Company performance, exceeding orders and revenue commitments and driving EPS growth, while navigating tariff impacts and maintaining disciplined operational execution. •Continued to advance the Company’s digital and AI strategy, strengthening enterprise capabilities, launching new technologies and offerings, and embedding digital across products, platforms, and operations. •Continued to advance the organization’s leadership, operating rigor, and management processes, including deployment of Heartbeat, our proprietary business system, strengthening the leadership team, and reinforcing a performance-driven culture. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee. | | | | | | | | | 2025 Pay Decisions •Salary. Mr. Arduini’s salary increased from $1,300,000 to $1,340,000 effective April 1, 2025, in consideration of market-based benchmarking data, performance, role, and responsibilities. •Bonus. Mr. Arduini’s target bonus increased from 150% to 155% of base salary effective April 1, 2025, in consideration of the same factors used in evaluating his salary. Mr. Arduini’s 2025 actual bonus was 101% of target, as described beginning on page 37 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Arduini’s target annual LTI for 2025 was $14,500,000; see “Long-Term Incentive Program” beginning on page 39 for additional details, including vesting. •2023 PSU Payout. Mr. Arduini’s 2023 PSUs paid out at 95% of the target number of shares, as described under “2023 Annual PSUs” beginning on page 41. | | | | | |

  69. Compensation Actions for 2025

    | | James Saccaro Vice President and Chief Financial Officer | 2025 Target Pay Mix | | | | | | | | | | | | | | | | 2025 Performance Highlights As Vice President and Chief Financial Officer, Mr. Saccaro leads our Finance, Information Technology, and Business Development organizations. During 2025, Mr. Saccaro: •Successfully delivered against cost and productivity measures and enhanced M&A execution while mitigating the impact of tariffs and other external headwinds. •Continued execution of finance transformation initiatives, strengthening enterprise processes, leadership capabilities, and organizational effectiveness across the finance function. •Provided clear, consistent leadership and effective oversight, reinforcing a strong performance-oriented culture while maintaining disciplined stakeholder engagement. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee. | | | | | | | | | 2025 Pay Decisions •Salary. Mr. Saccaro’s salary increased from $875,000 to $900,000 effective April 1, 2025, in consideration of market-based benchmarking data, performance, role, and responsibilities. •Bonus. Mr. Saccaro’s target bonus was set at 100% of base salary in 2025. Mr. Saccaro’s 2025 actual bonus was 101% of target, as described beginning on page 37 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Saccaro’s target annual LTI for 2025 was $3,900,000; see “Long-Term Incentive Program” beginning on page 39 for additional details, including vesting. •2023 PSU Payout. Mr. Saccaro’s 2023 PSUs paid out at 95% of the target number of shares, as described under “2023 Annual PSUs” beginning on page 41. | | | | | |

  70. Compensation Actions for 2025

    | | Taha Kass-Hout Chief Science and Technology Officer | 2025 Target Pay Mix | | | | | | | | | | | | | | | | 2025 Performance Highlights As Chief Science and Technology Officer, Mr. Kass-Hout leads GE HealthCare’s Science and Technology organization. During 2025, Mr. Kass-Hout: •Advanced the Company’s digital strategy by strengthening AI, digital, and SaaS capabilities, supporting portfolio evolution toward recurring revenue and long-term competitive advantage. •Built a scalable technology and operating backbone to improve speed, reuse, and capital efficiency across segments, supporting more efficient innovation. •Executed disciplined delivery of critical technologies and platforms, supporting precision care initiatives, protecting key innovation, and progressing towards regulatory and commercial milestones. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee. | | | | | | | | | 2025 Pay Decisions •Salary. Mr. Kass-Hout’s salary was set at $900,000 and remained unchanged in 2025. •Bonus. Mr. Kass-Hout’s target bonus was set at 100% of base salary in 2025. Mr. Kass-Hout’s 2025 actual bonus was 101% of target, as described beginning on page 37 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Kass-Hout’s target annual LTI for 2025 was $4,000,000; see “Long-Term Incentive Program” beginning on page 39 for additional details, including vesting. •2023 PSU Payout. Mr. Kass-Hout’s 2023 PSUs paid out at 95% of the target number of shares, as described under “2023 Annual PSUs” beginning on page 41. | | | | | |

  71. Compensation Actions for 2025

    | | Frank Jimenez General Counsel and Corporate Secretary | 2025 Target Pay Mix | | | | | | | | | | | | | | | | 2025 Performance Highlights As General Counsel and Corporate Secretary, Mr. Jimenez leads GE HealthCare’s Global Law and Policy organization. During 2025, Mr. Jimenez: •Provided critical legal leadership on trade compliance, regulatory matters, and government engagement, supporting tariff mitigation efforts and global market access. •Enabled compliant enterprise and academic growth globally through policy leadership, targeted training, monitoring, and legal support for complex enterprise agreements, public tenders, and research partnerships. •Delivered legal support for key innovation initiatives, supporting execution against milestones and helping maintain a strong forward product pipeline. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee. | | | | | | | | | 2025 Pay Decisions •Salary. Mr. Jimenez’s salary increased from $875,000 to $900,000 effective April, 1, 2025, in consideration of market-based benchmarking data, performance, role, and responsibilities. •Bonus. Mr. Jimenez’s target bonus was set at 100% of base salary in 2025. Mr. Jimenez’s 2025 actual bonus was 101% of target, as described beginning on page 37 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Jimenez’s target annual LTI for 2025 was $3,500,000; see “Long-Term Incentive Program” beginning on page 39 for additional details, including vesting. •2023 PSU Payout. Mr. Jimenez’s 2023 PSUs paid out at 95% of the target number of shares, as described under “2023 Annual PSUs” beginning on page 41. | | | | | |

  72. Compensation Actions for 2025

    | | Jeannette Bankes President and CEO, Patient Care Solutions | 2025 Target Pay Mix | | | | | | | | | | | | | | | | 2025 Performance Highlights As President and CEO of Patient Care Solutions, Ms. Bankes leads the Company’s Patient Care Solutions business segment. During 2025, Ms. Bankes: •Successfully transitioned into the role mid-year, demonstrating strong business acumen and leadership effectiveness while establishing credibility within the organization. •Stabilized the business and evolved the strategy amid external disruption, including onboarding new leadership, navigating tariff impacts, advancing productivity initiatives, and establishing a clear innovation and operating roadmap to support future margin expansion. •Delivered key innovation initiatives and advanced digital enablement across the segment’s platforms, establishing a foundation for scalable clinical and digital growth. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee, and excludes sign-on awards described below. | | | | | | | | | 2025 Pay Decisions •Salary. Ms. Bankes’ salary was set at $675,000 in 2025, prorated for time in role. •Bonus. Ms. Bankes’ target bonus was set at 100% of base salary in 2025, prorated for time in role. Ms. Bankes’ 2025 actual bonus was 79% of target, as described beginning on page 37 under “Annual Bonus Plan.” •Annual Equity Awards. Ms. Bankes’ target annual LTI for 2025, granted on May 15, 2025, was $2,000,000 in the form of approximately 50% PSUs, eligible for vesting in 2028 subject to meeting performance goals, and 25% Options and 25% RSUs vesting in three substantially equal installments on September 1, 2026, September 1, 2027, and September 1, 2028, subject to her continued employment through each such vesting date (with exceptions for certain termination events). •Sign-on Awards. In connection with her hire, Ms. Bankes received a cash sign-on award of $160,000, and a New-Hire equity award in the form of RSUs with a target value of $2,200,000 was granted on May 15, 2025 in recognition of the value of equity she forfeited from her former employer, with 50% vesting on each of the first and second anniversary of the grant date, subject to her continued employment through each such vesting date (with exceptions for certain termination events, including prorated vesting for termination without cause or for good reason). See details of the exceptions to vesting in “Potential Payments Upon Termination or Change in Control” beginning on page 57). | | | | | |

  73. Employment Arrangements

    Employment Arrangements Offer Letter for Ms. Bankes. Pursuant to Ms. Bankes’ offer letter, her annual compensation package consists of an annual salary of $675,000, an annual bonus target of 100% of her salary, and a target annual award under the LTI program of $2,000,000, beginning with the 2025 grant (awarded in the form of 50% PSUs, 25% Options, and 25% RSUs). The offer letter also provides Ms. Bankes a New-Hire RSU award with a target value of $2,200,000 in recognition of equity forfeited from her former employer. The award is subject to a graded vesting schedule with 50% vesting on each of the first and second anniversary of the grant date, subject to her continued employment through each vesting date (with exceptions for certain termination events, including prorated vesting for termination without cause or for good reason). See details of the exceptions to vesting in “Potential Payments Upon Termination or Change in Control” beginning on page 57. The offer letter also provided a one-time cash sign-on award of $160,000 in recognition of the value of her forfeited bonus at her former employer. The one-time cash sign-on award is repayable in full if Ms. Bankes voluntarily leaves or is terminated for cause within two years of her start date. Ms. Bankes’ offer letter also provides for her eligibility to participate in the Company’s generally available benefit plans, which include relocation services.

  74. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Severance and Change in Control Plan for Leadership Team. All the NEOs participate in the GE HealthCare US Severance and Change in Control Plan for CEO and Leadership Team (the “Executive Severance Plan”). In the event of a qualifying termination of employment, the Executive Severance Plan provides for a lump sum cash severance payment equal to the sum of base salary and target annual bonus multiplied by 2.0 for the CEO and multiplied by 1.0 for the other NEOs. In addition, benefits continuation and outplacement services would be provided for 24 months for the CEO and 12 months for the other NEOs.

  75. Severance and Change in Control Arrangements

    | GE HEALTHCARE 2026 PROXY STATEMENT | 47 |

  76. Severance and Change in Control Arrangements

    Under the Executive Severance Plan, a qualifying termination occurs when the Compensation Committee determines in its sole discretion that a: •NEO’s position has been eliminated (and not replaced); •NEO’s employment has been terminated without “cause;” or •NEO terminates their employment for “good reason.” A NEO may also have a qualifying termination if within 24 months after a change in control, as defined in the Executive Severance Plan, his or her employment is terminated due to a position elimination, by the employer without “cause,” or by the NEO for “good reason.” In such event, the Executive Severance Plan provides for a lump sum cash severance benefit to the CEO equal to 36 months of base salary, plus 2.99 times the CEO’s target annual bonus. For the other NEOs, the lump sum cash severance benefit is equal to 24 months of base salary, plus two times the NEO’s target annual bonus. In addition, benefits continuation and outplacement services are provided for 36 months for the CEO and for 24 months for the other NEOs. The Executive Severance Plan does not vary the terms of equity awards, and all outstanding equity awards will be treated as provided under the terms of the applicable plans and equity award agreements in the event of a qualifying termination. Under the terms of the LTI Program, in the case of a change in control, as defined in the LTI Program, where the acquirer does not assume or continue outstanding equity award or issue substitute awards, immediately prior to such change in control all such outstanding awards would become exercisable and vested, and for PSUs, grantees would have the right to payment based on target or actual performance through a date determined by the Compensation Committee in its discretion. If such change in control changes the number of outstanding shares of the Company, the Compensation Committee has discretion to make appropriate and equitable adjustments to equity awards, accelerate vesting consistent with Section 409A of the Internal Revenue Code, and/or cancel accelerated awards not exercised within a time period prescribed by the Compensation Committee. The Executive Severance Plan does not vary how a pro-rata bonus, if any, will be calculated or paid under the Bonus Plan for the year in which a qualifying termination occurs. Any payment of benefits under the Executive Severance Plan is subject to the execution of a release and waiver of claims acceptable to the Company, including, where legally permissible, non-competition, non-solicitation, and non-disparagement obligations. See “Executive Officer Cash Severance Policy” on page 23 for information on a Board-approved policy governing certain cash severance benefits provided to Executive Officers.

  77. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation earned by each of our NEOs for the fiscal years ended December 31 as presented below. Ms. Bankes was not a NEO for fiscal 2023 or 2024.

  78. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Stock Options(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change In Pension Value(5) ($) | All Other Compensation(6) ($) | Total ($) | | Peter J. Arduini | | | | | | | | | | | President and CEO | 2025 | 1,324,983 | 0 | 11,249,533 | 3,624,970 | 2,081,084 | 6,131 | 276,093 | 18,562,794 | | | 2024 | 1,282,427 | 0 | 12,588,793 | 3,374,980 | 1,904,175 | 0 | 337,505 | 19,487,880 | | | 2023 | 1,246,006 | 0 | 12,705,850 | 7,468,736 | 2,460,938 | 46,043 | 583,374 | 24,510,947 | | James Saccaro | | | | | | | | | | | VP and CFO | 2025 | 890,415 | 0 | 3,025,712 | 974,978 | 909,000 | 0 | 93,233 | 5,893,338 | | | 2024 | 872,204 | 0 | 2,951,477 | 949,997 | 813,750 | 0 | 83,749 | 5,671,177 | | | 2023 | 493,131 | 350,000 | 7,077,520 | 2,374,970 | 641,267 | 0 | 34,519 | 10,971,407 | | Taha Kass-Hout | | | | | | | | | | | Chief Science and Technology Officer | 2025 | 897,124 | 3,250 | 3,103,254 | 999,978 | 909,000 | 0 | 93,223 | 6,005,829 | | | 2024 | 897,124 | 0 | 2,873,886 | 924,992 | 920,700 | 0 | 102,266 | 5,718,968 | | | 2023 | 876,421 | 2,500,000 | 6,951,138 | 2,312,454 | 1,174,777 | 0 | 57,174 | 13,871,964 | | Frank Jimenez | | | | | | | | | | | General Counsel and Corporate Secretary | 2025 | 890,415 | 0 | 2,715,368 | 874,977 | 909,000 | 0 | 108,310 | 5,498,070 | | | 2024 | 872,204 | 0 | 2,718,611 | 874,984 | 813,750 | 0 | 123,932 | 5,403,481 | | | 2023 | 871,629 | 0 | 3,264,661 | 2,187,479 | 1,093,750 | 0 | 95,988 | 7,513,507 | | Jeannette Bankes | | | | | | | | | | | President and CEO, Patient Care Solutions | 2025 | 439,936 | 160,000 | 3,722,658 | 499,982 | 363,923 | 0 | 171,804 | 5,358,303 |

  79. Summary Compensation Table

    (1)For Mr. Kass-Hout, the 2025 amount reflects one-time cash awards under the Company’s Inventor Recognition & Awards Policy in recognition of certain patent filings and publications. For Ms. Bankes, the amount reflects a one-time cash sign-on bonus pursuant to her offer letter. (2)Represents the aggregate grant date fair value of RSUs and PSUs pursuant to FASB ASC Topic 718, disregarding the effect of estimated forfeitures. The value is reflective of the amount the Company expects to expense for accounting purposes over the awards’ vesting schedules and does not correspond to the actual values that NEOs will realize from the award. For 2025, RSUs include annual RSUs awarded under the LTI Program and New-Hire RSUs awarded to Ms. Bankes in connection with her hire ($2,199,986). For 2025, PSU awards include annual PSUs awarded under the LTI Program. The aggregate grant date fair value of the PSUs is calculated based on the most probable outcome of the performance conditions as of the grant date. The aggregate grant date fair value of these 2025 awards assuming maximum performance would be as follows: Mr. Arduini ($14,499,876 ), Mr. Saccaro ($3,899,918), Mr. Kass-Hout ($3,999,870), Mr. Jimenez ($3,499,948 ), and Ms. Bankes ($1,999,921). For information on the assumptions used in valuing a particular year’s grant, see Note 16 on Share-Based Compensation in our 2025 Form 10-K. The 2025 PSUs are measured on the grant date using a Monte Carlo simulation model with the following assumptions:

  80. Summary Compensation Table

    | Assumptions | 2025 Annual PSUs | 2025 Annual PSUs for Ms. Bankes | | Risk-Free Rate | 3.95% | 3.91% | | Volatility | 24.66% | 25.97% | | Expected Term (in years) | 2.76 | 2.63 | | Dividend Yield | 0.00% | 0.00% |

  81. Summary Compensation Table

    (3)Represents the aggregate grant date fair value of Option awards. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that the NEOs will realize. Key assumptions used in the Black-Scholes valuation for the 2025 annual Options, as well as the strike prices, are as follows:

  82. Summary Compensation Table

    | | 2025 Annual Options | 2025 Annual Options for Ms. Bankes | | Risk-Free Rate | 3.99% | 4.25% | | Volatility | 26.55% | 28.52% | | Expected Term (in years) | 6.26 | 6.13 | | Dividend Yield | 0.16% | 0.19% | | Strike Price | $86.45 | $72.91 |

  83. Summary Compensation Table

    For information on the assumptions used in valuing a particular year’s grant, see Note 16 on Share-Based Compensation in our 2025 Form 10-K.

  84. Summary Compensation Table

    | 50 | GE HEALTHCARE 2026 PROXY STATEMENT |

  85. Summary Compensation Table

    (4)Amounts earned under the Bonus Plan. See the “Grants of Plan-Based Awards Table” on page 52 for additional information on the Bonus Plan. (5)Year-over-year changes in pension value generally are driven by changes in actuarial pension assumptions, increases in age, any additional service, and compensation, as applicable. In 2025, there was a net increase in pension value for Mr. Arduini ($6,131) due to the decrease in the discount rate and a change to the mortality assumption. See “Pension Benefits” beginning on page 56 for additional information on these benefits. (6)We provide executives with other benefits that are market-competitive and contribute to attraction and retention of top talent. The costs of these benefits for 2025, minus any reimbursements by the NEOs, are shown in the table below:

  86. Summary Compensation Table

    | Name | Company Contributions to Retirement Plans(a) ($) | Company Credits to Restoration Plan(b) ($) | Financial and Tax Planning(c) ($) | Executive Physical (d) ($) | Relocation Benefits(e) ($) | Relocation Tax Benefits(f) ($) | Travel(g) ($) | Matching Gifts(h) ($) | Total ($) | | Arduini | 24,500 | 134,895 | | | | | 116,698 | | 276,093 | | Saccaro | 24,500 | 66,310 | | 2,423 | | | | | 93,233 | | Kass-Hout | 17,500 | 70,523 | 5,200 | | | | | | 93,223 | | Jimenez | 24,500 | 66,310 | 15,000 | | | | | 2,500 | 108,310 | | Bankes | 23,465 | 6,296 | | | 124,657 | 17,386 | | | 171,804 |

  87. Summary Compensation Table

    (a)For each NEO, represents Company contributions under the GE HealthCare Retirement Savings Plan (“RSP”) for the 2025 plan year. Contributions include matching contributions of up to 4% of eligible earnings, and automatic contributions of 3% of eligible earnings, subject to IRS limits. Company contributions to the RSP for the 2025 plan year were deposited during 2025 and in January 2026. (b)For each NEO, represents credits under the GE HealthCare Restoration Plan for the 2025 plan year. Credits equal 7% of annual eligible earnings (base salary and up to one-half of eligible bonus payments) in excess of the IRS annual compensation limit ($350,000 for 2025). (c)Includes expenses for the use of advisors for financial, estate, tax preparation and planning, and investment analysis and advice that were incurred and reimbursed in 2025. (d)Includes expenses for annual executive physical examinations and disclosed as reimbursed. (e)Expenses for relocation are provided under a Company program which for Ms. Bankes includes movement of household goods ($16,704), sale of departure home ($73,839), new home purchase ($10,051), and lump sum miscellaneous allowances ($24,063). (f)Includes tax gross-ups and equalization benefits provided in connection with relocation benefits. (g)Represents the amount of Mr. Arduini’s annual travel allowance used in 2025. (h)Represents contributions made by the GE HealthCare Foundation under a charitable contribution matching program generally available to the Company’s U.S.-based employees. Such contributions were not historically included because they are generally available on a nondiscriminatory basis to all U.S.-based employees. For completeness prior matching contributions have been added. Specifically, in 2023, a matching gift of $3,350 was made by the Company based on Mr. Jimenez’s charitable contributions under a program that was replaced with the current program upon the formation of the GE HealthCare Foundation. In 2024 a matching gift of $250 was made by the GE HealthCare Foundation based on Mr. Saccaro’s charitable contributions. The matching gifts for 2023 and 2024 are included in the All Other Compensation and Total columns for 2023 and 2024 in the Summary Compensation Table for Mr. Jimenez and Mr. Saccaro, respectively.

  88. Summary Compensation Table

    | GE HEALTHCARE 2026 PROXY STATEMENT | 51 |

  89. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table shows annual Bonus Plan and PSU, RSU, and Option awards granted to our NEOs in 2025. Please refer to “Annual Bonus Plan” beginning on page 37 for a description of the Company’s Bonus Plan and “Long-Term Incentive Program” beginning on page 39 for more information on each of the award types.

  90. Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/share)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Grant Date | Approval Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Arduini | | | | | | | | | | | | | | | | | | Annual Bonus | 1,030,240 | 2,060,479 | 4,120,959 | | | | | | | | | | 3/3/2025 | 2/6/2025 | Annual Options | | | | | | | | 119,913 | 86.45 | 3,624,970 | | | 3/3/2025 | 2/6/2025 | Annual RSUs | | | | | | | 41,931 | | | 3,624,935 | | | 3/27/2025 | 3/26/2025 | Annual PSUs | | | | 44,391 | 88,782 | 177,564 | | | | 7,624,598 | | Saccaro | | | | | | | | | | | | | | | | | | Annual Bonus | 450,000 | 900,000 | 1,800,000 | | | | | | | | | | 3/3/2025 | 2/6/2025 | Annual Options | | | | | | | | 32,252 | 86.45 | 974,978 | | | 3/3/2025 | 2/6/2025 | Annual RSUs | | | | | | | 11,278 | | | 974,983 | | | 3/27/2025 | 3/26/2025 | Annual PSUs | | | | 11,940 | 23,879 | 47,758 | | | | 2,050,729 | | Kass-Hout | | | | | | | | | | | | | | | | | | Annual Bonus | 450,000 | 900,000 | 1,800,000 | | | | | | | | | | 3/3/2025 | 2/6/2025 | Annual Options | | | | | | | | 33,079 | 86.45 | 999,978 | | | 3/3/2025 | 2/6/2025 | Annual RSUs | | | | | | | 11,567 | | | 999,967 | | | 3/27/2025 | 3/26/2025 | Annual PSUs | | | | 12,246 | 24,491 | 48,982 | | | | 2,103,287 | | Jimenez | | | | | | | | | | | | | | | | | | Annual Bonus | 450,000 | 900,000 | 1,800,000 | | | | | | | | | | 3/3/2025 | 2/6/2025 | Annual Options | | | | | | | | 28,944 | 86.45 | 874,977 | | | 3/3/2025 | 2/6/2025 | Annual RSUs | | | | | | | 10,121 | | | 874,960 | | | 3/27/2025 | 3/26/2025 | Annual PSUs | | | | 10,715 | 21,430 | 42,860 | | | | 1,840,408 | | Bankes | | | | | | | | | | | | | | | | | | Annual Bonus | 229,315 | 458,630 | 917,260 | | | | | | | | | | 5/15/2025 | 11/13/2024 | New Hire RSUs | | | | | | | 30,174 | | | 2,199,986 | | | 5/15/2025 | 11/13/2024 | Annual Options | | | | | | | | 18,754 | 72.91 | 499,982 | | | 5/15/2025 | 11/13/2024 | Annual RSUs | | | | | | | 6,857 | | | 499,944 | | | 5/15/2025 | 11/13/2024 | Annual PSUs | | | | 6,858 | 13,715 | 27,430 | | | | 1,022,728 |

  91. Grants of Plan-Based Awards Table

    (1)Represents the potential payouts for each NEO for 2025 under the Bonus Plan, which is our annual incentive program designed to reward achievement of annual performance goals. Mr. Arduini’s target bonus amount reflects proration for the increase in his bonus target from 150% to 155%, effective April 1, 2025. Ms. Bankes’ target bonus amount reflects proration for time served in her role during 2025. The actual Bonus Plan payouts for our NEOs for 2025 are reported in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. The performance metrics and methodology for calculating payouts are described under “Annual Bonus Plan” on page 37. (2)Represents the potential number of PSUs that could be earned at the end of the three-year performance period from (i) annual PSUs granted on March 27, 2025 to all NEOs other than Ms. Bankes and (ii) annual PSUs granted on May 15, 2025 to Ms. Bankes in connection with her hire. The actual number of PSUs earned is based on achievement of performance metrics and the methodology for calculating payouts as described under “2025 PSUs” on page 40 for 2025 annual PSU awards. The number of shares that were possible to earn at the time of the grant ranged from 0% to 200% of the target number of PSUs for 2025 annual PSU awards. (3)Represents the number of RSUs granted under the LTI Program, and, for Ms. Bankes, New-Hire RSUs awarded in connection with her hire. (4)Represents the number of Options granted under the LTI Program. (5)The Option exercise price equals the closing price of GE HealthCare common stock on the grant date. (6)The grant date fair value of awards granted in 2025 are calculated based on the probable outcome of the performance conditions for PSUs as of the grant date. Values are calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

  92. Grants of Plan-Based Awards Table

    | 52 | GE HEALTHCARE 2026 PROXY STATEMENT |

  93. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table shows the NEOs’ outstanding stock and Option grants as of year-end. It includes unexercised Options (vested and unvested), RSUs, and PSUs for which vesting conditions were not yet satisfied as of December 31, 2025. The number of awards included in the following table reflects both the pre-Spin-Off equity awards granted by GE to our NEOs, as applicable, and the post-Spin-Off equity awards granted by GE HealthCare to our NEOs(1).

  94. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | | Name of Executive | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Vesting Schedule(4) | | Arduini | | | | | | | | | | | | | 3/1/2022 | 89,023 | 0 | 65.39 | 3/1/2032 | | | | | Fully Vested | | | 2/1/2023 | 94,063 | 94,064 | 70.01 | 2/1/2033 | | | | | 50% in 2026 (50% vested in 2025) | | | 2/1/2023 | | | | | 10,713 | 878,680 | | | 50% in 2026 (50% vested in 2025) | | | 3/1/2023 | 72,596 | 37,398 | 75.30 | 3/1/2033 | | | | | 34% in 2026 (33% vested in 2024 and 2025) | | | 3/1/2023 | | | | | 13,405 | 1,099,478 | | | 34% in 2026 (33% vested in 2024 and 2025) | | | 3/1/2023 | | | | | 70,966 | 5,820,623 | | | 100% in 2026 | | | 3/1/2024 | 34,163 | 69,364 | 92.72 | 3/1/2034 | | | | | 33% in 2026 and 34% in 2027 (33% vested in 2025) | | | 3/1/2024 | | | | | 24,388 | 2,000,304 | | | 33% in 2026 and 34% in 2027 (33% vested in 2025) | | | 3/1/2024 | | | | | | | 72,799 | 5,970,974 | 100% in 2027 subject to performance | | | 3/3/2025 | 0 | 119,913 | 86.45 | 3/3/2035 | | | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 3/3/2025 | | | | | 41,931 | 3,439,181 | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 3/27/2025 | | | | | | | 177,564 | 14,563,799 | 100% in 2028 subject to performance | | Saccaro | | | | | | | | | | | | | 6/1/2023 | 27,236 | 27,236 | 79.83 | 6/1/2033 | | | | | 50% in 2026 (50% vested in 2025) | | | 6/1/2023 | | | | | 2,975 | 244,010 | | | 50% in 2026 (50% vested in 2025) | | | 6/1/2023 | 23,876 | 12,300 | 79.83 | 6/1/2033 | | | | | 34% in 2026 (33% vested in 2024 and 2025) | | | 6/1/2023 | | | | | 4,046 | 331,853 | | | 34% in 2026 (33% vested in 2024 and 2025) | | | 6/1/2023 | | | | | 21,420 | 1,756,868 | | | 100% in 2026 | | | 3/1/2024 | 9,616 | 19,525 | 92.72 | 3/1/2034 | | | | | 33% in 2026 and 34% in 2027 (33% vested in 2025) | | | 3/1/2024 | | | | | 6,865 | 563,067 | | | 33% in 2026 and 34% in 2027 (33% vested in 2025) | | | 3/1/2024 | | | | | | | 20,491 | 1,680,672 | 100% in 2027 subject to performance | | | 3/3/2025 | 0 | 32,252 | 86.45 | 3/3/2035 | | | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 3/3/2025 | | | | | 11,278 | 925,022 | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 3/27/2025 | | | | | | | 47,758 | 3,917,111 | 100% in 2028 subject to performance |

  95. Outstanding Equity Awards at Fiscal Year-End Table

    | GE HEALTHCARE 2026 PROXY STATEMENT | 53 |

  96. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | | Name of Executive | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Vesting Schedule(4) | | Kass-Hout | | | | | | | | | | | | | 2/1/2023 | 29,002 | 29,003 | 70.01 | 2/1/2033 | | | | | 50% in 2026 (50% vested in 2025) | | | 2/1/2023 | | | | | 3,303 | 270,912 | | | 50% in 2026 (50% vested in 2025) | | | 3/1/2023 | 22,618 | 11,653 | 75.30 | 3/1/2033 | | | | | 34% in 2026 (33% vested in 2024 and 2025) | | | 3/1/2023 | | | | | 4,177 | 342,598 | | | 34% in 2026 (33% vested in 2024 and 2025) | | | 3/1/2023 | | | | | 22,111 | 1,813,561 | | | 100% in 2026 | | | 3/1/2024 | 9,363 | 19,011 | 92.72 | 3/1/2034 | | | | | 33% in 2026 and 34% in 2027 (33% vested in 2025) | | | 3/1/2024 | | | | | 6,684 | 548,222 | | | 33% in 2026 and 34% in 2027 (33% vested in 2025) | | | 3/1/2024 | | | | | | | 19,952 | 1,636,463 | 100% in 2027 subject to performance | | | 3/3/2025 | 0 | 33,079 | 86.45 | 3/3/2035 | | | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 3/3/2025 | | | | | 11,567 | 948,725 | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 3/27/2025 | | | | | | | 48,982 | 4,017,504 | 100% in 2028 subject to performance | | Jimenez | | | | | | | | | | | | | 2/1/2023 | 27,435 | 27,435 | 70.01 | 2/1/2033 | | | | | 50% in 2026 (50% vested in 2025) | | | 2/1/2023 | | | | | 3,125 | 256,313 | | | 50% in 2026 (50% vested in 2025) | | | 3/1/2023 | 21,396 | 11,023 | 75.30 | 3/1/2033 | | | | | 34% in 2026 (33% vested in 2024 and 2025) | | | 3/1/2023 | | | | | 3,951 | 324,061 | | | 34% in 2026 (33% vested in 2024 and 2025) | | | 3/1/2023 | | | | | 20,916 | 1,715,530 | | | 100% in 2026 | | | 3/1/2024 | 8,857 | 17,983 | 92.72 | 3/1/2034 | | | | | 33% in 2026 and 34% in 2027 (33% vested in 2025) | | | 3/1/2024 | | | | | 6,323 | 518,612 | | | 33% in 2026 and 34% in 2027 (33% vested in 2025) | | | 3/1/2024 | | | | | | | 18,874 | 1,548,045 | 100% in 2027 subject to performance | | | 3/3/2025 | 0 | 28,944 | 86.45 | 3/3/2035 | | | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 3/3/2025 | | | | | 10,121 | 830,124 | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 3/27/2025 | | | | | | | 42,860 | 3,515,377 | 100% in 2028 subject to performance | | Bankes | | | | | | | | | | | | | 5/15/2025 | | | | | 30,174 | 2,474,871 | | | 50% in 2026 and 50% in 2027 | | | 5/15/2025 | 0 | 18,754 | 72.91 | 5/15/2035 | | | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 5/15/2025 | | | | | 6,857 | 562,411 | | | 33% in 2026, 33% in 2027, and 34% in 2028 | | | 5/15/2025 | | | | | | | 27,430 | 2,249,809 | 100% in 2028 subject to performance |

  97. Outstanding Equity Awards at Fiscal Year-End Table

    | 54 | GE HEALTHCARE 2026 PROXY STATEMENT |

  98. Outstanding Equity Awards at Fiscal Year-End Table

    (1)Number of Outstanding Shares for awards granted prior to 2023 reflect the post-Spin-Off conversion ratio. The conversion ratio was equal to the closing share price of GE immediately prior to the Spin-Off on January 3, 2023 ($60.18), divided by the volume weighted average share price of GE HealthCare’s stock on the first trading day following the Spin-Off, January 4, 2023, which resulted in an equity conversion ratio of 1.412087. Option exercise prices were also adjusted for the conversion ratio. No conversion was required for awards granted after the Spin-Off. (2)The market value of RSUs is calculated by multiplying the closing price of GE HealthCare stock as of December 31, 2025 ($82.02) (the last trading day for the year) by the number of shares underlying each award. In February 2026, the Compensation Committee certified the 2023 Annual PSU performance as 90% of target. The Committee then determined to adjust performance, modestly increasing the payout from 90% to 95% of target. As a result, the 2023 PSUs awards that vested on February 12, 2026 are equal to: Mr. Arduini (74,908), Mr. Saccaro (22,610), Mr. Kass-Hout (23,340), and Mr. Jimenez (22,078). The performance metrics and methodology for calculating payouts are described under “2023 Annual PSUs” on page 41. (3)The market value of PSUs is calculated by multiplying the closing price of GE HealthCare stock as of December 31, 2025 ($82.02) (the last trading day for the year) by the number of shares underlying each award. With respect to the PSUs granted to NEOs on March 1, 2024, this value assumes satisfaction of the target-level payout based on Company performance through December 31, 2025, which has exceeded the threshold level of performance. With respect to the PSUs granted to NEOs on March 27, 2025 and PSUs granted to Ms. Bankes on May 15, 2025, this value assumes satisfaction of the maximum-level payout based on Company performance through December 31, 2025, which has exceeded the target level of performance. Final payouts will be based on certified performance for the full three-year performance period in the first quarter following the end of the performance period. (4)Annual Options and RSUs granted since the Spin-Off vest over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date. Ms. Bankes’s annual Options and RSUs granted on May 15, 2025 will vest in three substantially equal installments on September 1, 2026, September 1, 2027, and September 1, 2028. One-third of Mr. Saccaro’s annual Options and RSUs granted in 2023 vested on September 1, 2024, one-third vested on September 1, 2025, and the remaining Options and RSUs will vest on September 1, 2026. All time vesting is subject to the NEO’s continued employment through the applicable vesting date (with exceptions for certain termination events). For the Founders Options and RSUs, 50% vested on February 1, 2025 and 50% vested on February 1, 2026. For the New-Hire RSUs granted to Ms. Bankes, 50% will vest on the first anniversary of the grant date and 50% will vest on the second anniversary of the grant date, subject to her continued employment through each such vesting date (with exceptions for certain termination events, including prorated vesting for termination without cause or for good reason). See details of the exceptions to vesting in “Potential Payments Upon Termination or Change in Control” beginning on page 57. PSUs vest after the end of the three-year performance period, contingent upon satisfaction of the performance criteria, and subject to the NEO’s continued employment through such vesting date (with exceptions for certain termination events).

  99. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows the number of shares the NEOs acquired and the values they realized upon exercising Options and/or the vesting of RSUs and PSUs during 2025. During the year, all NEOs other than Ms. Bankes had RSUs that vested; none of the NEOs exercised Options. Mr. Arduini earned PSUs from his 2022 New-Hire PSUs granted by GE in 2022. Values are shown before payment of any applicable withholding taxes or brokerage commissions.

  100. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Arduini | 0 | 0 | 113,418 | 9,576,453 | | Saccaro | 0 | 0 | 32,204 | 2,347,815 | | Kass-Hout | 0 | 0 | 35,419 | 3,020,466 | | Jimenez | 0 | 0 | 39,211 | 3,333,403 | | Bankes | 0 | 0 | 0 | 0 |

  101. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The table below shows amounts credited to the NEOs’ accounts under the GE HealthCare Restoration Plan and plan balances as of December 31, 2025.

  102. Nonqualified Deferred Compensation Table

    | | Executive Contributions in 2025(1) ($) | GE HealthCare Credits in 2025(2) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Arduini | 0 | 134,895 | 55,374 | 0 | 539,974 | | Saccaro | 0 | 66,310 | 13,037 | 0 | 151,669 | | Kass-Hout | 0 | 70,523 | 21,016 | 0 | 214,298 | | Jimenez | 0 | 66,310 | 26,785 | 0 | 276,551 | | Bankes | 0 | 6,296 | 0 | 0 | 6,296 |

  103. Nonqualified Deferred Compensation Table

    (1)Our executives are not permitted to make contributions to the Restoration Plan. (2)Credits under the Restoration Plan were accrued on December 15, 2025 and credited to our NEOs’ accounts in the Restoration Plan in January 2026. These amounts are reported as compensation in the Summary Compensation Table above. (3)Represents the aggregate balance at December 31, 2024, as reported in our 2025 proxy with 2025 GE HealthCare credits, aggregate earnings, and aggregate withdrawals/distributions.

  104. Pension Benefits

    Pension Benefits We provide retirement benefits to certain eligible employees based in the U.S. The GE HealthCare Pension Plan (“U.S. Pension Plan”) is a funded, tax-qualified plan.

  105. Pension Benefits Table

    Pension Benefits Table The table below shows the present value of the accumulated benefit as of December 31, 2025 for the NEOs under the U.S. Pension Plan for Mr. Arduini, as calculated based on the assumptions described below. Although the SEC rules require us to show this present value, the NEOs are not entitled to receive these amounts in a lump sum. Mr. Arduini received no payment under the U.S. Pension Plan in 2025.

  106. Pension Benefits Table

    | Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | | Payment During Last Fiscal Year ($) | | Arduini(2)(3) | 15 | 518,761 | | 0 | | Saccaro | N/A | | N/A | N/A | | Kass-Hout | N/A | | N/A | N/A | | Jimenez | N/A | | N/A | N/A | | Bankes | N/A | N/A | | N/A |

  107. Pension Benefits Table

    (1)The accumulated benefit is based on years of service and earnings (base salary and bonus) considered by the plans for the period through December 31, 2025. It also includes the value of contributions made by the NEOs throughout their careers. For purposes of calculating the present value, it is assumed that Mr. Arduini took his benefit on December 31, 2025 as he has reached age 60, the age at which he could retire without any reduction in benefits under the U.S. Pension Plan. It is also assumed that benefits are payable under the available forms of annuity. The assumptions for U.S. beneficiaries are consistent with the assumptions for the U.S. Pension Plan, including the statutory discount rate assumption of 5.4%, and the postretirement mortality assumption used for present value calculations is the Pri-2012 Healthy Retiree mortality table adjusted by experience and projected by MP-2021 converging into the 2021 SSA long-term proxy rates. (2)For Mr. Arduini, there is no service cost under the GE HealthCare Pension Plan since the accruals have stopped. (3)Mr. Arduini’s pension benefits reflect his accrued benefits from his prior tenure with GE. Mr. Arduini’s credited service is limited to 15 years under the U.S. Pension Plan, from his prior tenure with GE before future accruals stopped effective January 1, 2021.

  108. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described in “Severance and Change in Control Arrangements” beginning on page 47, the Executive Severance Plan provides for benefits in the event of certain qualifying terminations of employment. Potential Termination Payments. Below we describe and quantify certain compensation that would have been payable under existing compensation plans and arrangements had any of our NEO’s employment terminated on December 31, 2025. For this hypothetical calculation, we have used each NEO’s compensation and service levels as of December 31, 2025, and, where applicable, GE HealthCare’s closing stock price on December 31, 2025. For the equity calculations, we show the intrinsic value of equity awards that would have vested or become exercisable under each termination scenario below as of December 31, 2025. Intrinsic value is based upon the Company’s stock price (minus the exercise price in the case of Options, with negative values for out-of-the-money Options shown as zero). Amounts shown assume the achievement of all applicable performance objectives at the target level. Our NEOs generally are not entitled to benefits if they leave voluntarily or are terminated for cause. Since many factors (e.g., the time of year when the event occurs, GE HealthCare’s stock price, NEO’s age, etc.) could affect the nature and amount of benefits NEOs could potentially receive, amounts paid or distributed upon a future termination may differ from those shown in the tables below. The amounts described below are in addition to benefits generally available to salaried employees, such as distributions available under defined contribution retirement programs.

  109. Potential Payments Upon Termination or Change in Control

    | GE HEALTHCARE 2026 PROXY STATEMENT | 57 |

  110. Potential Payments Upon Termination or Change in Control

    | | Upon Death | Upon Disability | Upon Retirement(1) | Transfer of Business to Successor Employer | Upon Involuntary Termination | In Connection with Change in Control | | Severance | None | None | None | None | In the event of a position elimination, termination without cause or termination for good reason: (1) lump sum cash severance payment equal to the sum of base salary and target annual bonus multiplied by 2.0 for the CEO and multiplied by 1.0 for the other NEOs, (2) continued participation in the Company’s health and welfare benefit plans for 24 months for the CEO and 12 months for the other NEOs, and (3) outplacement services for 24 months for CEO and 12 months for the other NEO. | In the event of a position elimination, termination without cause, or termination for good reason within 24 months after a change in control: (1) lump sum cash severance payment equal to the sum of base salary and target annual bonus multiplied by 2.99 for the CEO and multiplied by 2.0 for the other NEOs, (2) continued participation in the Company’s health and welfare benefit plans for 36 months for the CEO and 24 months for the other NEOs, and (3) outplacement services for 36 months for the CEO and 24 months for the other NEOs. | | Annual Bonus | Prorated for the year subject to Company performance if actively employed for at least 90 days during the Plan Year | May be prorated for the year subject to Company performance if actively employed for at least 90 days during the Plan Year | Prorated for the year subject to Company performance if actively employed for at least 90 days during the Plan Year | None | Prorated for the year subject to Company performance if actively employed for at least 90 days during the Plan Year | Prorated for the year subject to Company performance if actively employed for at least 90 days during the Plan Year | | Annual RSU and PSU grants | Awards vest immediately; PSUs remain subject to the achievement of the performance objectives | Awards vest immediately; PSUs remain subject to the achievement of the performance objectives | Awards held for at least one year from the grant date continue to vest in accordance with the original vesting schedule, regardless of whether the participant retires or remains actively employed.(2) PSUs remain subject to the achievement of the performance objectives. | RSUs awards vest immediately; unvested PSUs are forfeited | Unvested awards are forfeited | Unvested awards are forfeited |

  111. Potential Payments Upon Termination or Change in Control

    | 58 | GE HEALTHCARE 2026 PROXY STATEMENT |

  112. Potential Payments Upon Termination or Change in Control

    | | Upon Death | Upon Disability | Upon Retirement(1) | Transfer of Business to Successor Employer | Upon Involuntary Termination | In Connection with Change in Control | | Annual Option Grants | Options vest and become exercisable immediately, and all vested Options remain exercisable until the Option Expiration Date(2) | Options vest and become exercisable immediately, and all vested Options remain exercisable until the Option Expiration Date(2) | Options held for at least one year from the grant date continue to vest in accordance with the original vesting schedule, regardless of whether the participant retires or remains actively employed, and all vested Options remain exercisable until the Option Expiration Date(3) | Options vest and become exercisable immediately, and all vested Options remain exercisable only until the earlier of 90 days after such termination or the original Option Expiration Date | Unvested Options are forfeited, and all vested Options generally remain exercisable only until the earlier of 90 days after such termination or the original Option Expiration Date | Unvested Options are forfeited, and all vested Option generally remain exercisable only until the earlier of 90 days after such termination or the original Option Expiration Date | | Founders RSUs | Awards vest immediately | Awards vest immediately | Unvested awards are forfeited | Awards vest immediately | Unvested awards are forfeited | Unvested awards are forfeited | | Founders Options | Options vest and become exercisable immediately, and all vested Options remain exercisable until the Option Expiration Date | Options vest and become exercisable immediately, and all vested Options remain exercisable until the Option Expiration Date | Unvested Options are forfeited, and vested Options remain exercisable only until the earlier of 90 days after retirement and the original Option Expiration Date | Options vest and become exercisable immediately, and all vested Options remain exercisable only until the earlier of 90 days after such termination and the original Option Expiration Date | Unvested Options are forfeited, and all vested Options remain exercisable only until the earlier of 90 days after such termination and the original Option Expiration Date | Unvested Options are forfeited, and all vested Options remain exercisable only until the earlier of 90 days after such termination and the original Option Expiration Date | | Ms. Bankes New-Hire RSUs | Awards vest immediately | Awards vest immediately | Awards held for at least one year from the grant date continue to vest in accordance with the original vesting schedule, regardless of whether the participant retires or remains actively employed | RSUs awards vest immediately | Awards vest pro rata as of such in the event of a termination without cause or termination for good reason. Pro rata vesting is calculated as an amount equal to (a)(i) the number of RSUs granted, multiplied by (ii) a fraction where the numerator is the number of complete calendar months from the grant date through the termination of employment and the denominator is the number of calendar months from the grant date through the final vesting date, minus (b) any RSUs that vested prior to the termination of Employment. | Unvested awards are forfeited |

  113. Potential Payments Upon Termination or Change in Control

    (1)For equity awards granted after the Spin-Off, retirement is defined as attainment of the following age, and where applicable, age and service requirements while employed: age 65, age 60 and completion of at least 5 years of continuous employment, or age 55 and completion of at least 10 years of continuous employment. Continuous employment includes grantees’ most recent employment with GE ending on the Spin-Off. For equity awards granted prior to our

  114. Potential Payments Upon Termination or Change in Control

    | GE HEALTHCARE 2026 PROXY STATEMENT | 59 |

  115. Potential Payments Upon Termination or Change in Control

    Spin-Off, retirement is defined as attainment of the following age and service requirement while employed: age 60 and completion of at least 5 years of continuous employment. For Annual Bonus, retirement is defined as attainment of the following age and service requirements while employed: age 60 and completion of at least 5 years of continuous employment, or age 55 and completion of at least 10 years of continuous employment. No NEOs were retirement eligible on December 31, 2025. (2)The 2023 and 2024 Annual RSU and PSU grants held for at least one year from the Grant Date vest as of the later of the first anniversary of the Grant Date or the date on which requirements for Retirement are first met. PSUs remain subject to the achievement of the performance objectives. (3)The 2023 and 2024 Annual Option grants held for at least one year from the Grant Date vest as of the later of the first anniversary of the Grant Date or the date on which requirements for Retirement are first met, and all vested Options remain exercisable until the Option Expiration Date.

  116. Potential Payments Upon Termination or Change in Control

    | | | Upon Death ($) | Upon Disability ($) | Upon Retirement ($) | Transfer of Business to Successor Employer ($) | Upon Involuntary Termination ($) | Upon Change in Control ($) | | Arduini | | | | | | | | | | Severance(1) | 0 | 0 | 0 | 0 | 6,937,831 | 10,372,577 | | | Annual Bonus | 2,060,479 | 2,060,479 | N/A | 0 | 2,060,479 | 2,060,479 | | | Annual RSUs and PSUs | 25,612,459 | 25,612,459 | N/A | 6,538,962 | 0 | 0 | | | Annual Options | 251,315 | 251,315 | N/A | 251,315 | 0 | 0 | | | Founders RSUs | 878,680 | 878,680 | N/A | 878,680 | 0 | 0 | | | Founders Options | 1,129,709 | 1,129,709 | N/A | 1,129,709 | 0 | 0 | | | New-Hire RSUs | 0 | 0 | N/A | 0 | 0 | 0 | | Saccaro | | | | | | | | | | Severance(1) | 0 | 0 | 0 | 0 | 1,850,273 | 3,700,547 | | | Annual Bonus | 900,000 | 900,000 | N/A | 0 | 900,000 | 900,000 | | | Annual RSUs and PSUs | 7,216,038 | 7,216,038 | N/A | 1,819,942 | 0 | 0 | | | Annual Options | 26,937 | 26,937 | N/A | 26,937 | 0 | 0 | | | Founders RSUs | 244,010 | 244,010 | N/A | 244,010 | 0 | 0 | | | Founders Options | 59,647 | 59,647 | N/A | 59,647 | 0 | 0 | | | New-Hire RSUs | 0 | 0 | N/A | 0 | 0 | 0 | | Kass-Hout | | | | | | | | | | Severance(1) | 0 | 0 | 0 | 0 | 1,851,916 | 3,703,831 | | | Annual Bonus | 900,000 | 900,000 | N/A | 0 | 900,000 | 900,000 | | | Annual RSUs and PSUs | 7,298,320 | 7,298,320 | N/A | 1,839,545 | 0 | 0 | | | Annual Options | 78,308 | 78,308 | N/A | 78,308 | 0 | 0 | | | Founders RSUs | 270,912 | 270,912 | N/A | 270,912 | 0 | 0 | | | Founders Options | 348,326 | 348,326 | N/A | 348,326 | 0 | 0 | | | New-Hire RSUs | 0 | 0 | N/A | 0 | 0 | 0 | | Jimenez | | | | | | | | | | Severance(1) | 0 | 0 | 0 | 0 | 1,851,916 | 3,703,831 | | | Annual Bonus | 900,000 | 900,000 | N/A | 0 | 900,000 | 900,000 | | | Annual RSUs and PSUs | 6,694,062 | 6,694,062 | N/A | 1,672,798 | 0 | 0 | | | Annual Options | 74,075 | 74,075 | N/A | 74,075 | 0 | 0 | | | Founders RSUs | 256,313 | 256,313 | N/A | 256,313 | 0 | 0 | | | Founders Options | 329,494 | 329,494 | N/A | 329,494 | 0 | 0 | | | New-Hire RSUs | 0 | 0 | N/A | 0 | 0 | 0 | | Bankes | | | | | | | | | | Severance(1) | 0 | 0 | 0 | 0 | 1,401,916 | 2,803,831 | | | Annual Bonus | 458,630 | 458,630 | N/A | 0 | 458,630 | 458,630 | | | Annual RSUs and PSUs | 1,687,315 | 1,687,315 | N/A | 562,411 | 0 | 0 | | | Annual Options | 170,849 | 170,849 | N/A | 170,849 | 0 | 0 | | | Founders RSUs | 0 | 0 | N/A | 0 | 0 | 0 | | | Founders Options | 0 | 0 | N/A | 0 | 0 | 0 | | | New-Hire RSUs | 2,474,871 | 2,474,871 | N/A | 2,474,871 | 721,838 | 0 |

  117. Potential Payments Upon Termination or Change in Control

    | 60 | GE HEALTHCARE 2026 PROXY STATEMENT |

  118. Potential Payments Upon Termination or Change in Control

    (1)Severance includes the following lump sum cash, health care continuation, and outplacement costs for each NEO:

  119. Potential Payments Upon Termination or Change in Control

    | | Upon Involuntary Termination | | | Upon Change in Control | | | | | Lump Sum Cash ($) | Health Care Continuation ($) | Outplacement ($) | Lump Sum Cash ($) | Health Care Continuation ($) | Outplacement ($) | | Arduini | 6,834,000 | 33,831 | 70,000 | 10,216,830 | 50,747 | 105,000 | | Saccaro | 1,800,000 | 15,273 | 35,000 | 3,600,000 | 30,547 | 70,000 | | Kass-Hout | 1,800,000 | 16,916 | 35,000 | 3,600,000 | 33,831 | 70,000 | | Jimenez | 1,800,000 | 16,916 | 35,000 | 3,600,000 | 33,831 | 70,000 | | Bankes | 1,350,000 | 16,916 | 35,000 | 2,700,000 | 33,831 | 70,000 |

  120. Potential Payments Upon Termination or Change in Control

    Pension Benefits. “Pension Benefits” beginning on page 56 describes the general terms of each pension plan in which our NEOs participate, the years of credited service, and the present value of their accumulated pension benefit (assuming payment begins, as noted above). The table below shows the pension benefits that would have become payable if the NEO had died, become disabled, voluntarily terminated their employment, or retired as of December 31, 2025. Mr. Arduini is the only NEO eligible for pension benefits. In the event of death before retirement, because Mr. Arduini has more than 15 years of service accrued during his prior tenure with GE, his surviving spouse may receive either an annuity, as if he had retired and elected the spousal 50% joint and survivor annuity option prior to death, or an immediate lump-sum payment based on five years of pension distributions, in each case based upon the accrued benefit. In the event a disability occurs before retirement, Mr. Arduini could receive an annuity payment of accrued benefits under his plan.

  121. Potential Termination Payments Table (Pension Benefits)

    Potential Termination Payments Table (Pension Benefits)

  122. Potential Termination Payments Table (Pension Benefits)

    | Name | Lump Sum Upon Death ($) | Annual Benefit Upon Death ($) | Annual Benefit Upon Disability ($) | Annual Benefit Upon Voluntary Termination ($) | Annual Benefit Upon Retirement ($) | | Arduini | N/A | 17,805 | 38,730 | 35,610 | 35,610 | | Saccaro | N/A | N/A | N/A | N/A | N/A | | Kass-Hout | N/A | N/A | N/A | N/A | N/A | | Jimenez | N/A | N/A | N/A | N/A | N/A | | Bankes | N/A | N/A | N/A | N/A | N/A |

  123. Potential Termination Payments Table (Pension Benefits)

    Lump Sum Upon Death. Mr. Arduini is not eligible for a lump sum payment. Annual Benefits Upon Death. The annual amount for Mr. Arduini is payable for the life of the surviving spouse under his plan. Annual Benefits Upon Disability. For Mr. Arduini, the annual amount includes the 50% joint and survivor annuity under his plan. Annual Benefits Upon Voluntary Termination. Mr. Arduini is over age 60 and eligible to commence upon termination with the annual amount shown, which includes the 50% joint and survivor annuity. Annual Benefits Upon Retirement. Mr. Arduini is over age 60 and eligible to retire with the annual amount shown, which includes the 50% joint and survivor annuity. Deferred Compensation. The NEOs are entitled to receive the vested amount in their Restoration Plan account in the event of a termination of employment. Between the termination event and the date that distributions are made, these accounts would continue to be adjusted to reflect hypothetical investment gains and losses. Therefore, amounts received by NEOs would differ from those shown in the “Nonqualified Deferred Compensation Table” on page 56. Vested amounts under the Restoration Plan are paid in a lump sum, generally in July of the year following the year of the participant’s separation from service after execution of a release.

  124. Potential Termination Payments Table (Pension Benefits)

    | GE HEALTHCARE 2026 PROXY STATEMENT | 61 |

  125. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) and Item 402(u) of Regulation S-K (“Item 402(u)”), below is information about the relationship of the annual total compensation of the individual identified in accordance with the process outlined below as our median paid employee excluding our CEO (the “Median Employee”) and the annual total compensation of our CEO, Mr. Arduini. Pay Ratio. Our Median Employee earned $76,951 in total compensation for 2025. The total 2025 compensation for Mr. Arduini as reported in the “Summary Compensation Table” beginning on page 50 was $18,562,794. Based upon total compensation for 2025, the ratio of the annual total compensation of our CEO to the annual total compensation of our Median Employee was calculated to be approximately 241 to 1. How we Identified the Median Employee. In accordance with Item 402(u) of Regulation S-K, we began with a decision to use the same median employee included in our last proxy statement because there has been no material change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. To identify our median employee, we started with our global employment records as of December 1, 2023, and determined we employed 53,401 full-time, part-time, temporary, and seasonal employees (excluding the CEO) (“Global Employees”) as of that date, including 16,771 in the U.S., and 36,630 outside of the U.S. Under the de minimis exemption rule of Item 402(u), we excluded 1,836, or approximately 3.4% of our Global Employees from 34 countries(1), resulting in a total of 51,565 Global Employees used to identify our median employee. All employees in these 34 countries were excluded. We then used the consistently applied compensation measure of annual base salary plus target bonus, to calculate compensation across the remaining Global Employee population to identify the median employee. We believe this compensation measure reasonably reflects the annual compensation of our Global Employees. Base salary and target bonuses were not annualized for any employees, and all currencies were converted to U.S. dollars using applicable conversion rates consistent with our accounting practices. How we Calculated the CEO Pay Ratio. The Median Employee’s 2025 annual total compensation was calculated using the Summary Compensation Table methodology for calculating total compensation under Item 402(c)(2)(x) of Regulation S-K and compared with total compensation of Mr. Arduini, as detailed in the Summary Compensation Table above, to arrive at the CEO pay ratio. (1)The following countries and corresponding number of employees were excluded from our pay ratio calculation: Mozambique (1), Luxembourg (2), Ukraine (3), Estonia (4), Slovakia (4), Pakistan (5), Nepal (6), Iraq (9), Serbia (9), Côte d’Ivoire (14), Bulgaria (17), Jordan (20), Morocco (21), Peru (26), Czechia (28), Kazakhstan (35), New Zealand (39), Bangladesh (40), Tunisia (48), Kenya (58), Nigeria (61), Philippines (69), Chile (70), Malaysia (86), Vietnam (86), Portugal (88), Romania (96), Argentina (109), Thailand (117), Belgium (118), South Africa (118), Switzerland (132), Algeria (141), and Greece (156).

  126. 2025 CEO Pay Ratio

    | 62 | GE HEALTHCARE 2026 PROXY STATEMENT |

  127. Pay Versus Performance

    Pay Versus Performance As required under Section 953(a) of the Dodd-Frank Act, and in accordance with Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our company’s principal executive officer (“PEO”) and the other NEOs and Company performance. In this section we refer to compensation actually paid (“CAP”) and other terms used in the applicable SEC rules; the calculations and analysis presented below in accordance with those rules do not necessarily reflect our approach to aligning executive compensation with performance.

  128. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(1) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income(5) ($ in thousands) | Company Selected Performance Measure - Organic Revenue Growth*(6) | | | | | | | Company Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | | | | 2025 | 18,562,794 | 19,551,725 | 5,688,885 | 5,737,599 | 136.20 | 121.98 | 2,154,000 | 3.5% | | 2024(7) | 19,487,880 | 13,412,402 | 5,179,648 | 4,407,267 | 129.59 | 113.61 | 2,050,000 | 1% | | 2023(7) | 24,510,947 | 29,849,747 | 9,127,208 | 8,514,786 | 127.98 | 100.66 | 1,614,000 | 8% | | 2022(8) | 10,497,102 | 7,343,420 | 4,705,283 | 2,963,509 | N/A | N/A | 1,967,000 | 7% |

  129. Pay Versus Performance

    (1)CAP to our PEO and the average CAP to our non-PEO NEOs reflect adjustments from total compensation reported in the Summary Compensation Table (“SCT”). The assumptions used to calculate the values for RSUs, PSUs, and Options included in the calculation of CAP did not differ materially from those used to calculate the grant date fair value for such awards. A Monte Carlo simulation model was used to calculate the fair value for PSUs as of the applicable year-end measurement date. A Black-Scholes value was used for Options as of the applicable year-end or vesting date(s), determined using the same methodology used to determine grant date fair value, except that (1) the closing stock price on the applicable reevaluation date was used as the current market price and (2) a reduced expected life was used, given applicable time lapse since grant date. The calculation of CAP for the PEO and Non-PEO NEOs for 2025 is shown in the table below:

  130. Pay Versus Performance

    | Compensation Actually Paid | 2025 | | | | PEO ($) | Average Non-PEO NEOs ($) | | SCT Total | 18,562,794 | 5,688,885 | | Subtract, value of all stock awards and stock options reported in SCT | 14,874,503 | 3,979,227 | | Add, year-end value of all equity awards granted in the fiscal year that were unvested and outstanding at year-end | 14,286,730 | 4,010,166 | | Add, change in fair value from prior year-end to current year-end of all prior-year equity awards that were outstanding and unvested at year-end | (362,691) | (121,505) | | Add, change in fair value (from prior year-end to vesting date) of prior-year equity awards that vested in fiscal year | 1,945,526 | 139,280 | | Less, Change in Present Value of Accumulated Retirement Benefit | 6,131 | — | | Total Adjustments | 988,931 | 48,714 | | Compensation Actually Paid | 19,551,725 | 5,737,599 |

  131. Pay Versus Performance

    (2)The dollar amounts reported represent the average of amounts reported for our NEOs as a group (excluding our CEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (1) for 2025, Messrs. Saccaro, Kass-Hout, and Jimenez and Ms. Bankes, (2) for 2024, Messrs. Saccaro, Kass-Hout, Jimenez, and Rott, (3) for 2023, Messrs. Saccaro, Kass-Hout, Jimenez, Makela, and Zodl, and (4) for 2022, Messrs. Zodl, Jimenez, and Makela and Ms. Larson. (3)Reflects our TSR, assuming dividend reinvestment, from January 4, 2023, through December 31, 2025. (4)The peer group used for this purpose is our Compensation Peer Group. See “Compensation Peer Group” on page 36 for more information. (5)Reflects Net income as reported in each of our Annual Reports on Form 10-K for 2025, 2024, 2023, and 2022. (6)For details on Organic revenue* for 2025, 2024, 2023, and 2022, see Item 7 in each of our Annual Reports on Form 10-K for 2025, 2024, 2023, and 2022. (7)As noted in the Summary Compensation Table, charitable matching contributions made on behalf of NEOs in 2024 and 2023 have been added for completeness. Specifically, a matching gift of $250 made by the GE HealthCare Foundation based on Mr. Saccaro’s charitable contributions has been included for the 2024 amounts, and a matching gift of $3,350 made by the Company based on Mr. Jimenez’s charitable contributions has been included for 2023 amounts. (8)We became an independent, public company effective January 3, 2023, but were required to report pursuant to Section 13(a) or 15(d) of the Exchange Act effective as of December 8, 2022. Because we were a subsidiary of GE during 2022, CAP for our NEOs was largely driven by GE’s stock price and did not bear a close relationship to our Net income or Organic revenue growth* for 2022. The Company did not have a TSR in 2022. * Non-GAAP financial measure. See the Appendix for additional information and definitions of these non-GAAP financial measures.

  132. Pay Versus Performance

    | GE HEALTHCARE 2026 PROXY STATEMENT | 63 |

  133. Pay Versus Performance Relationship Disclosures

    Pay Versus Performance Relationship Disclosures The charts below depict the relationships between (1) CAP to the PEO and Non-PEO NEOs and (2) Company TSR and Compensation Peer Group TSR, Net income, and Organic revenue growth* for fiscal years ended December 31, 2025, 2024, 2023 and 2022.

  134. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return

  135. Compensation Actually Paid vs. Total Shareholder Return

    | g | Compensation Actually Paid to PEO | g | Average Compensation Actually Paid to Other NEOs | | GEHC TSR | | Peer Group TSR |

  136. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  137. Compensation Actually Paid vs. Net Income

    | g | Compensation Actually Paid to PEO | g | Average Compensation Actually Paid to Other NEOs | | Net Income (In Thousands) |

  138. Compensation Actually Paid vs. Organic Revenue Growth*

    Compensation Actually Paid vs. Organic Revenue Growth*

  139. Compensation Actually Paid vs. Organic Revenue Growth*

    | g | Compensation Actually Paid to PEO | g | Average Compensation Actually Paid to Other NEOs | | Organic Revenue Growth* |

  140. Compensation Actually Paid vs. Organic Revenue Growth*

    * Non-GAAP financial measure. See the Appendix for additional information and definitions of these non-GAAP financial measures.

  141. Compensation Actually Paid vs. Organic Revenue Growth*

    | 64 | GE HEALTHCARE 2026 PROXY STATEMENT |