Genworth (GNW) CFO converts RSUs to stock and withholds shares for taxes

Rhea-AI Filing Summary

Genworth Financial EVP & Chief Financial Officer Jerome T. Upton reported equity compensation transactions involving restricted stock units (RSUs) and common shares. On February 26, 2026, RSUs covering 43,431 units and 37,506 units were exercised and converted into the same number of shares of common stock at a stated price of $0.0000 per share.

In connection with these RSU vestings, the company withheld 11,548 shares and 10,415 shares of common stock at $8.62 per share to cover tax withholding obligations, described as tax-withholding dispositions rather than open-market sales. After these transactions, Upton directly owned 513,747 shares of Genworth Financial common stock.

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

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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^*

Upton Jerome T

(Last) (First) (Middle)

C/O GENWORTH FINANCIAL, INC.

11011 WEST BROAD STREET

(Street)

GLEN ALLEN VA 23060

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENWORTH FINANCIAL INC [ GNW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/26/2026		M		43,431	A	(1)	498,204	D
Common Stock	02/26/2026		F		11,548(2)	D	$8.62	486,656	D
Common Stock	02/26/2026		M		37,506	A	(1)	524,162	D
Common Stock	02/26/2026		F		10,415(2)	D	$8.62	513,747	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/26/2026		M			43,431	(3)	(3)	Common Stock	43,431	$0	43,431	D
Restricted Stock Units	(1)	02/26/2026		M			37,506	(3)	(3)	Common Stock	37,506	$0	75,012	D

Explanation of Responses:

1. Restricted Stock Units settle in Common Stock on a 1:1 basis.

2. The Company withheld shares of Common Stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on February 26, 2026.

3. Restricted Stock Units vested and converted to Common Stock on February 26, 2026.

Remarks:

	/s/ Jasmine E. Taylor, by power of attorney	02/27/2026
	** 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).
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FAQ

What insider transactions did Genworth (GNW) CFO Jerome T. Upton report?

Jerome T. Upton reported RSU exercises and related share withholdings. RSUs for 43,431 and 37,506 units vested and converted into common stock, with some shares withheld to satisfy tax obligations instead of being sold in the open market.

How many Genworth (GNW) RSUs did the CFO convert to common stock?

The CFO converted two RSU blocks into common stock: 43,431 restricted stock units and 37,506 restricted stock units. Each RSU settled into one share of common stock, reflecting standard 1:1 RSU settlement terms described in the accompanying footnotes.

Were any of the Genworth (GNW) CFO’s transactions open-market stock sales?

No open-market sales are indicated. Shares labeled with code “F” were withheld by the company, not sold on an exchange, to pay taxes due on RSUs that vested on February 26, 2026, according to the transaction description and footnotes.

At what price were Genworth (GNW) shares withheld for the CFO’s taxes?

Shares withheld for tax purposes were valued at $8.62 per share. Specifically, 11,548 and 10,415 shares of common stock were withheld at this price to cover the CFO’s tax liability arising from the vesting and conversion of restricted stock units.

How many Genworth (GNW) shares did the CFO directly own after these Form 4 transactions?

After the reported transactions, the CFO directly owned 513,747 shares of Genworth common stock. This figure reflects RSU conversions into common stock and the subsequent share withholdings used to satisfy tax obligations on February 26, 2026.

What do the “M” and “F” transaction codes mean in the Genworth (GNW) Form 4?

Code “M” indicates exercise or conversion of a derivative security, here restricted stock units converting to common stock. Code “F” indicates shares withheld to pay the exercise price or tax liability, meaning the company retained those shares for withholding purposes.