Gen Digital CEO vests 695,051 performance stock units

Gen Digital Inc. CEO, President and Chair Vincent Pilette reported equity compensation activity involving performance-based awards and related tax withholding.

Rhea-AI Filing Summary

Gen Digital Inc. CEO, President and Chair Vincent Pilette reported equity compensation activity involving performance-based awards and related tax withholding.

Pilette received and vested 695,051 Performance-based Restricted Stock Units (PRUs), which converted into the same number of common shares after a three-year performance period tied to total shareholder return, bookings growth and non-GAAP operating margin. The performance criteria were certified at 178% of the target, above the initial 390,478 PRUs granted.

To cover income tax obligations on vested RSUs and PRUs, the issuer withheld a total of 447,493 common shares at prices around $19.37–$19.63 per share; the filing explicitly states these withholdings do not represent sales. Following these transactions, Pilette holds over a million shares directly, plus additional indirect holdings through the VPJW Exempt Gift Trust and VPJW Revocable Trust.

Insider Trade Summary

695,051 shares exercised/converted

Exercise 7 txns

Insider Pilette Vincent

Role CEO, Pres. & Chair

Type	Security	Shares	Price	Value
Grant/Award	Performance-based Restricted Stock Units (PRUs)	695,051	$0.00	$0.00
Exercise	Performance-based Restricted Stock Units (PRUs)	695,051	$0.00	$0.00
Exercise	Common Stock	695,051	$19.63	$13.64M
Exercise Price or Tax Liability	Common Stock	329,147	$19.63	$6.46M
Exercise Price or Tax Liability	Common Stock	118,346	$19.37	$2.29M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance-based Restricted Stock Units (PRUs) — 0 contracts (Direct); Common Stock — 1,219,303 shares (Direct); Common Stock — 1,203,296 shares (Indirect, VPJW Revocable Trust); Common Stock — 629,560 shares (Indirect, VPJW Exempt Gift Trust)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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 390,478 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 695,051 PRU shares.

Key Figures

PRUs vested: 695,051 shares Initial PRU grant: 390,478 shares Performance achievement: 178% of target +5 more

8 metrics

PRUs vested 695,051 shares Performance-based Restricted Stock Units converting into common stock

Initial PRU grant 390,478 shares Granted on May 10, 2023

Performance achievement 178% of target Payout factor for PRU performance period

Tax withholding shares 447,493 shares Shares withheld to satisfy income tax on RSUs and PRUs

Tax withholding tranche 1 price $19.63 per share Common stock withheld on May 4, 2026

Tax withholding tranche 2 price $19.37 per share Common stock withheld on May 1, 2026

Indirect holdings – VPJW Exempt Gift Trust 629,560 shares Common stock held indirectly

Indirect holdings – VPJW Revocable Trust 1,203,296 shares Common stock held indirectly

Key Terms

Performance-based Restricted Stock Units (PRUs), net settlement, total shareholder return (TSR), non-GAAP operating margin performance (BGOM), +1 more

5 terms

Performance-based Restricted Stock Units (PRUs) financial

"Represents shares withheld by the issuer ... in connection with the net settlement of the Performance-based Restricted Stock Units ("PRUs")"

net settlement financial

"in connection with the net settlement of the Restricted Stock Units ("RSUs")"

total shareholder return (TSR) financial

"based on the Issuer's achievement of two equally weighted metrices: target total shareholder return (TSR)"

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 performance (BGOM) financial

"target bookings growth and non-GAAP operating margin performance (BGOM), over a performance period of three years"

Compensation and Leadership Development Committee financial

"the final determination was certified by the Issuer's Compensation and Leadership Development Committee"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Gen Digital (GEN) CEO Vincent Pilette report?

Vincent Pilette reported the vesting of 695,051 performance-based restricted stock units (PRUs), which converted into the same number of common shares. These PRUs were tied to multi-year performance goals on shareholder return, bookings growth and non-GAAP operating margin.

How were Gen Digital (GEN) CEO Pilette’s PRUs performance-tested?

The PRUs vested based on two equally weighted metrics: target total shareholder return and target bookings growth and non-GAAP operating margin. Over a three-year performance period, results were certified at 178% of the target, triggering vesting of 695,051 PRU shares.

Did Gen Digital (GEN) CEO Vincent Pilette sell any shares in this Form 4?

The filing shows 447,493 shares were withheld by the issuer to satisfy income tax obligations on vested RSUs and PRUs. Footnotes state these withholdings do not represent sales, so there were no reported open-market share sales.

What was the original size of Gen Digital (GEN) CEO Pilette’s PRU grant?

The PRU award initially covered 390,478 shares, granted on May 10, 2023. After the three-year performance period and certification at 178% of target, this resulted in vesting of 695,051 PRU shares, reflecting above-target performance against the plan’s metrics.

How many Gen Digital (GEN) shares were withheld for CEO Pilette’s taxes?

The issuer withheld 329,147 shares and 118,346 shares, totaling 447,493 common shares, to cover Pilette’s income tax obligations on RSU and PRU vesting. The footnotes clarify these transactions are tax withholdings and not market sales.

What indirect Gen Digital (GEN) holdings are associated with CEO Vincent Pilette?

The Form 4 lists indirect ownership of common stock through the VPJW Exempt Gift Trust and the VPJW Revocable Trust, with reported holdings of 629,560 and 1,203,296 shares, respectively. These positions supplement Pilette’s direct holdings disclosed in the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 06:48 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Pilette Vincent

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Pres. & Chair

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		F		118,346(1)	D	$19.37	853,399	D
Common Stock	05/04/2026		M		695,051	A	$19.63	1,548,450	D
Common Stock	05/04/2026		F		329,147(2)	D	$19.63	1,219,303	D
Common Stock								1,203,296	I	VPJW Revocable Trust
Common Stock								629,560	I	VPJW Exempt Gift Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-based Restricted Stock Units (PRUs)	(3)	05/04/2026		A		695,051		(3)	(3)	Common Stock	695,051	$0	695,051	D
Performance-based Restricted Stock Units (PRUs)	(3)	05/04/2026		M			695,051	(3)	(3)	Common Stock	695,051	$0	0	D

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 390,478 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 695,051 PRU shares.

Remarks:

	/s/ Whitney Clark, as attorney-in-fact for Vincent Pilette	05/05/2026
	** Signature of Reporting Person	Date
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)