Genworth (GNW) CEO exercises 665,574 PSUs and withholds 304,135 shares for taxes

Rhea-AI Filing Summary

Genworth Financial President and CEO Thomas J. McInerney exercised 665,574 Performance Stock Units that fully vested on March 2, 2026, receiving common shares on a 1:1 basis. To cover related tax obligations, the company withheld 304,135 shares at $8.46 per share. After these transactions, he held 5,468,883 shares directly and 89,456 shares indirectly through trusts for children.

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^*

McInerney Thomas J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO; Director

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		M		665,574(1)	A	$0	5,773,018	D
Common Stock	03/02/2026		F		304,135(2)	D	$8.46	5,468,883	D
Common Stock								89,456	I	Trusts for Children

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

Explanation of Responses:

1. Reflects Performance Stock Units that were granted on February 16, 2023 and fully vested on March 2, 2026, and settled 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 Performance Stock Units that vested on March 2, 2026.

Remarks:

	/s/ Jasmine E. Taylor, by power of attorney	03/03/2026
	** 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.
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FAQ

What did Genworth (GNW) CEO Thomas J. McInerney report on this Form 4?

Thomas J. McInerney reported the vesting and exercise of Performance Stock Units into common stock, plus a share withholding to cover tax obligations. These transactions adjusted his direct and indirect ownership in Genworth common shares without reflecting open-market buying or selling.

How many Genworth (GNW) shares did the CEO acquire through equity awards?

He acquired 665,574 shares of Genworth common stock through the exercise of Performance Stock Units that fully vested on March 2, 2026. These units were originally granted on February 16, 2023 and settled into shares on a one-for-one basis.

Why were 304,135 Genworth (GNW) shares disposed of in this insider report?

The company withheld 304,135 shares at $8.46 per share to satisfy McInerney’s tax withholding obligations tied to the vesting of his Performance Stock Units. This tax-withholding disposition is not an open-market sale but an administrative share reduction.

What is Thomas J. McInerney’s Genworth (GNW) share ownership after these transactions?

Following the vesting, exercise, and tax withholding, McInerney directly owned 5,468,883 Genworth shares. He also reported 89,456 shares held indirectly through trusts for children, reflecting additional beneficial ownership outside his direct holdings.

What are the details of the Performance Stock Units in this Genworth (GNW) filing?

The Performance Stock Units were granted on February 16, 2023, fully vested on March 2, 2026, and settled into Genworth common stock on a 1:1 basis. This conversion drove the reported acquisition of 665,574 common shares by the CEO.

Does this Genworth (GNW) Form 4 show any open-market stock purchases or sales?

The reported activity consists of equity award vesting, exercise, and share withholding for taxes. The acquire transaction reflects Performance Stock Units converting into shares, while the dispose transaction covers tax obligations, not open-market buying or selling of Genworth stock.