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Gen Digital (NASDAQ: GEN) COO logs PRU vesting, new grant and tax share withholdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gen Digital Inc. COO, CLO and Secretary Bryan Seuk Ko reported compensation-related equity activity in company stock. On May 4, 2026, he exercised 182,909 Performance-based Restricted Stock Units (PRUs) into an equal number of common shares and received a new grant of 182,909 PRUs.

To cover income tax withholding on vested RSUs and PRUs, the issuer withheld 98,735 shares on May 4 and 34,149 shares on May 1, which footnotes state do not represent sales. After these transactions, Ko directly holds 637,392 shares of Gen Digital common stock.

Positive

  • None.

Negative

  • None.
Insider KO BRYAN SEUK
Role COO, CLO and Secretary
Type Security Shares Price Value
Grant/Award Performance-based Restricted Stock Units (PRUs) 182,909 $0.00 --
Exercise Performance-based Restricted Stock Units (PRUs) 182,909 $0.00 --
Exercise Common Stock 182,909 $19.63 $3.59M
Tax Withholding Common Stock 98,735 $19.63 $1.94M
Tax Withholding Common Stock 34,149 $19.37 $661K
Holdings After Transaction: Performance-based Restricted Stock Units (PRUs) — 182,909 shares (Direct, null); Common Stock — 736,127 shares (Direct, null)
Footnotes (1)
  1. Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale. Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding and remittance obligations in connection with the net settlement of the Performance-based Restricted Stock Units ("PRUs") and does not represent a sale. The Participant received a grant of PRUs which vested based on the Issuer's achievement of two equally weighted metrices: target total shareholder return (TSR) and target bookings growth and non-GAAP operating margin performance (BGOM), over a performance period of three years. The potential payout ranged from 0% to 200% and the final determination was certified by the Issuer's Compensation and Leadership Development Committee. The initial award of 102,758 shares of PRUs was granted on May 10, 2023, the performance period ended on April 3, 2026 and the performance criteria was subsequently determined to have been met at 178% of the target, resulting in the vesting of 182,909 PRU shares.
PRUs exercised 182,909 shares Performance-based RSUs converted to common stock on May 4, 2026
New PRU grant 182,909 units Performance-based Restricted Stock Units awarded, underlying common shares 182,909
Tax withholding shares 132,884 shares Shares withheld to cover income tax on vested RSUs and PRUs
Common shares after transactions 637,392 shares Direct GEN common stock holdings following May 4, 2026 tax withholding
PRU vesting level <percent>178%</percent> of target Final payout level for three-year performance-based PRU award
Initial PRU award 102,758 units Performance-based RSUs granted on May 10, 2023
Performance-based Restricted Stock Units (PRUs) financial
"Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding ... Performance-based Restricted Stock Units ("PRUs")"
total shareholder return (TSR) financial
"vested based on the Issuer's achievement of two equally weighted metrices: target total shareholder return (TSR) and target bookings growth"
Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.
non-GAAP operating margin financial
"target bookings growth and non-GAAP operating margin performance (BGOM), over a performance period of three years"
Non-GAAP operating margin is a way companies show how much profit they make from their main business activities, excluding certain expenses or income they consider unusual or non-recurring. It helps investors see how well the company is performing in its normal operations, without the effects of one-time costs or gains that might distort the picture.
net settlement financial
"in connection with the net settlement of the Restricted Stock Units ("RSUs")"
income tax withholding and remittance obligations financial
"shares withheld by the issuer to satisfy the reporting person's income tax withholding and remittance obligations"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KO BRYAN SEUK
(Last)(First)(Middle)
60 E. RIO SALADO PARKWAY
SUITE 1000
(Street)
TEMPE ARIZONA 85281
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Gen Digital Inc. [ GEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
COO, CLO and Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026F34,149(1)D$19.37553,218D
Common Stock05/04/2026M182,909A$19.63736,127D
Common Stock05/04/2026F98,735(2)D$19.63637,392D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-based Restricted Stock Units (PRUs)(3)05/04/2026A182,909 (3) (3)Common Stock182,909$0182,909D
Performance-based Restricted Stock Units (PRUs)(3)05/04/2026M182,909 (3) (3)Common Stock182,909$00D
Explanation of Responses:
1. Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale.
2. Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding and remittance obligations in connection with the net settlement of the Performance-based Restricted Stock Units ("PRUs") and does not represent a sale.
3. The Participant received a grant of PRUs which vested based on the Issuer's achievement of two equally weighted metrices: target total shareholder return (TSR) and target bookings growth and non-GAAP operating margin performance (BGOM), over a performance period of three years. The potential payout ranged from 0% to 200% and the final determination was certified by the Issuer's Compensation and Leadership Development Committee. The initial award of 102,758 shares of PRUs was granted on May 10, 2023, the performance period ended on April 3, 2026 and the performance criteria was subsequently determined to have been met at 178% of the target, resulting in the vesting of 182,909 PRU shares.
Remarks:
/s/ Whitney Clark, as attorney-in-fact for Bryan Ko05/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity transactions did GEN executive Bryan Seuk Ko report on this Form 4?

Bryan Seuk Ko reported option-like PRU exercises, a new PRU grant, and tax withholding. He converted 182,909 performance-based restricted stock units into common shares, received a new 182,909 PRU grant, and had shares withheld by Gen Digital to satisfy tax obligations on vested awards.

Did GEN COO Bryan Seuk Ko sell any Gen Digital (GEN) shares in this filing?

The filing indicates no open-market sales of GEN shares. Footnotes explain that 132,884 shares were withheld by Gen Digital to cover income tax obligations on vested RSUs and PRUs, and these withholdings are explicitly described as not representing sales by Ko.

How many Gen Digital (GEN) shares does Bryan Seuk Ko hold after these transactions?

After the reported transactions, Ko directly holds 637,392 GEN common shares. This figure reflects his position following PRU vesting and company share withholdings for tax on May 1 and May 4, 2026, as shown in the non-derivative transaction table.

What performance metrics determined the vesting of GEN performance-based RSUs (PRUs)?

The PRUs vested based on two equally weighted performance metrics. Footnotes state vesting depended on target total shareholder return (TSR) and target bookings growth and non-GAAP operating margin performance (BGOM) over a three-year period, with potential payout ranging from 0% to 200% of target.

At what level did Gen Digital (GEN) PRUs vest for Bryan Seuk Ko in this Form 4?

The PRUs ultimately vested at 178% of the original target. A footnote explains that an initial award of 102,758 PRUs granted on May 10, 2023 vested into 182,909 shares after the Compensation and Leadership Development Committee certified performance at 178% of target.

What were the tax withholding share amounts reported for GEN shares in this filing?

The company withheld a total of 132,884 GEN shares for taxes. This includes 34,149 common shares withheld on May 1, 2026 and 98,735 common shares withheld on May 4, 2026 to satisfy Ko’s income tax withholding and remittance obligations on vested RSUs and PRUs.