Genworth (GNW) U.S. Life CEO logs RSU vesting and tax share dispositions

Rhea-AI Filing Summary

Genworth Financial executive Jamala M. Arland, Pres. & CEO, U.S. Life Insurance, reported multiple equity award transactions. On February 26, 2026, 27,144 and 30,004 Restricted Stock Units vested and converted into an equal number of Genworth common shares on a 1:1 basis.

The Form 4 also shows dispositions of 8,171 and 9,032 common shares at $8.62 per share. Footnotes explain these were shares withheld by the company to satisfy tax withholding obligations upon RSU vesting, rather than open-market sales.

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^*

Arland Jamala M.

(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)
	Pres. & CEO, U.S. Life Ins.

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		27,144	A	(1)	75,154	D
Common Stock	02/26/2026		F		8,171(2)	D	$8.62	66,983	D
Common Stock	02/26/2026		M		30,004	A	(1)	96,987	D
Common Stock	02/26/2026		F		9,032(2)	D	$8.62	87,955	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			27,144	(3)	(3)	Common Stock	27,144	$0	27,145	D
Restricted Stock Units	(1)	02/26/2026		M			30,004	(3)	(3)	Common Stock	30,004	$0	60,010	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.
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FAQ

What insider transactions did GNW executive Jamala Arland report on this Form 4?

Jamala M. Arland reported RSU vesting and related common stock transactions. Two Restricted Stock Unit awards converted into common shares, and a portion of those shares was withheld by Genworth Financial to cover tax obligations tied to the vesting event.

How many Genworth Financial RSUs vested and converted to common stock for GNW executive Jamala Arland?

A total of 27,144 and 30,004 Restricted Stock Units vested and converted to Genworth common stock on February 26, 2026. Footnotes state these RSUs settle into common shares on a one-for-one basis, increasing Arland’s directly held stock position.

Were any of Jamala Arland’s GNW shares sold in the open market in this Form 4?

The Form 4 shows share dispositions coded “F,” which indicate tax-withholding transactions. Footnotes clarify Genworth withheld shares of common stock to satisfy tax liabilities when RSUs vested, rather than reflecting discretionary open-market sales by Jamala Arland.

What is the significance of transaction code M in Jamala Arland’s GNW Form 4?

Transaction code M reflects the exercise or conversion of derivative securities, here Restricted Stock Units. For Jamala Arland, RSUs vested and converted to common stock on February 26, 2026, adding directly held shares without a cash purchase on the open market.

At what price were GNW shares disposed of for tax withholding for Jamala Arland?

The tax-withholding dispositions were reported at $8.62 per share. These transactions, coded F, represent shares delivered back to Genworth Financial to satisfy tax obligations tied to RSU vesting, not voluntary sales into the trading market.