What tax-withholding share amounts are disclosed for Gen Digital (GEN) CFO Natalie Derse?

The Form 4 shows 42,437 Gen Digital common shares withheld at $19.37 per share and 131,646 shares withheld at $19.63 per share. Footnotes explain these shares covered income tax obligations related to RSU and PRU settlements and are not reported as sales transactions.

Gen Digital (GEN) CFO logs PRU vesting, new grant and tax-withheld shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gen Digital Inc. CFO Natalie Marie Derse reported equity compensation activity and related tax withholding in company stock. On May 4, 2026, she exercised 243,878 Performance-based Restricted Stock Units (PRUs) into common shares and received a new grant of 243,878 PRUs at a $0.00 exercise price.

The filing shows 131,646 common shares withheld at $19.63 per share and 42,437 shares withheld at $19.37 per share to cover income tax obligations tied to RSU and PRU settlements, which the footnotes state do not represent sales. After these transactions, she directly holds 526,473 common shares.

The PRUs vested based on a three-year performance period ending April 3, 2026, with performance certified at 178% of the initial 137,010-share target award, resulting in the 243,878 vested PRU shares.

Insider Trade Summary

243,878 shares exercised/converted

Mixed 5 txns

Insider DERSE NATALIE MARIE

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Performance-based Restricted Stock Units (PRUs)	243,878	$0.00	--
Exercise	Performance-based Restricted Stock Units (PRUs)	243,878	$0.00	--
Exercise	Common Stock	243,878	$19.63	$4.79M
Tax Withholding	Common Stock	131,646	$19.63	$2.58M
Tax Withholding	Common Stock	42,437	$19.37	$822K

Holdings After Transaction: Performance-based Restricted Stock Units (PRUs) — 243,878 shares (Direct, null); Common Stock — 658,119 shares (Direct, null)

Footnotes (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 137,010 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 243,878 PRU shares.

Key Figures

PRUs vested: 243,878 shares New PRU grant: 243,878 PRUs Tax withholding May 4: 131,646 shares at $19.63 +5 more

8 metrics

PRUs vested 243,878 shares Performance-based Restricted Stock Units converted to common stock on May 4, 2026

New PRU grant 243,878 PRUs Grant at $0.00 exercise price with common stock as underlying security

Tax withholding May 4 131,646 shares at $19.63 Shares withheld to satisfy income tax obligations on RSU/PRU settlements

Tax withholding May 1 42,437 shares at $19.37 Shares withheld to satisfy income tax obligations on equity settlement

Shares held after transactions 526,473 shares Gen Digital common stock directly owned by CFO after May 4, 2026

PRU performance factor 178% Payout percentage of target for three-year PRU performance period ending April 3, 2026

Initial PRU target award 137,010 shares Target PRUs granted on May 10, 2023 before applying 178% performance factor

Tax withholding total shares 174,083 shares Combined shares withheld for income tax on RSUs and PRUs

Key Terms

Performance-based Restricted Stock Units (PRUs), Restricted Stock Units ("RSUs"), total shareholder return (TSR), bookings growth and non-GAAP operating margin performance (BGOM), +1 more

5 terms

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")..."

Restricted Stock Units ("RSUs") financial

"Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding...net settlement of the Restricted Stock Units ("RSUs")..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

total shareholder return (TSR) financial

"vested 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.

bookings growth and non-GAAP operating margin performance (BGOM) financial

"equally weighted metrices: target total shareholder return (TSR) and target bookings growth and non-GAAP operating margin performance (BGOM)..."

net settlement financial

"income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units..."

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 06:52 PM

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^*

DERSE NATALIE MARIE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2026		F		42,437⁽¹⁾	D	$19.37	414,241	D
Common Stock	05/04/2026		M		243,878	A	$19.63	658,119	D
Common Stock	05/04/2026		F		131,646⁽²⁾	D	$19.63	526,473	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-based Restricted Stock Units (PRUs)	⁽³⁾	05/04/2026		A		243,878		⁽³⁾	⁽³⁾	Common Stock	243,878	$0	243,878	D
Performance-based Restricted Stock Units (PRUs)	⁽³⁾	05/04/2026		M			243,878	⁽³⁾	⁽³⁾	Common Stock	243,878	$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 137,010 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 243,878 PRU shares.

Remarks:

	/s/ Whitney Clark, as attorney-in-fact for Natalie Derse	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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity transactions did Gen Digital (GEN) CFO Natalie Derse report?

Gen Digital CFO Natalie Derse reported exercising 243,878 performance-based restricted stock units into common stock and receiving a new 243,878-PRU grant. She also had company shares withheld to cover tax obligations tied to RSU and PRU settlements, with no open-market sales disclosed.

How many Gen Digital (GEN) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, CFO Natalie Derse directly holds 526,473 shares of Gen Digital common stock. This figure reflects the net result of PRU vesting, related tax-withholding share dispositions, and other equity movements disclosed in the Form 4 for early May 2026.

Were any of the Gen Digital (GEN) Form 4 transactions open-market sales?

The filing states the dispositions were shares withheld by Gen Digital to satisfy the CFO’s income tax withholding and remittance obligations for RSU and PRU settlements. Footnotes clarify these withholding events do not represent open-market sales of the company’s common stock.

How were Gen Digital (GEN) performance-based PRUs earned by the CFO determined?

The PRUs vested over a three-year performance period ending April 3, 2026, based on total shareholder return and bookings growth plus non-GAAP operating margin. Performance was certified at 178% of the 137,010-share target, resulting in 243,878 vested PRU shares for the CFO.