Genworth EVP Karawan reports RSU vesting, tax withholding

Genworth Financial EVP and General Counsel Gregory S. Karawan reported equity compensation activity tied to vested Restricted Stock Units on February 26, 2026.

Rhea-AI Filing Summary

Genworth Financial EVP and General Counsel Gregory S. Karawan reported equity compensation activity tied to vested Restricted Stock Units on February 26, 2026. Restricted Stock Units convert into Common Stock on a 1:1 basis.

He acquired 27,144 shares of Common Stock and separately 25,316 shares of Common Stock through exercises or conversions of Restricted Stock Units. To cover tax withholding on these vestings, the company withheld 7,533 shares of Common Stock at $8.62 per share and an additional 7,026 shares at $8.62 per share, classified as dispositions for tax-withholding purposes rather than open-market sales.

After these transactions, he directly owned 355,717 shares of Genworth Financial Common Stock and indirectly held 4,736.201 shares through a 401(k) account.

Insider Trade Summary

52,460 shares exercised/converted

Exercise 7 txns

Insider Karawan Gregory S.

Role EVP and General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	27,144	$0.00	$0.00
Exercise	Restricted Stock Units	25,316	$0.00	$0.00
Exercise	Common Stock	27,144	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,533	$8.62	$65K
Exercise	Common Stock	25,316	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,026	$8.62	$61K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 77,778 contracts (Direct); Common Stock — 355,717 shares (Direct); Common Stock — 4,736.201 shares (Indirect, by 401(k))

Footnotes (3)

1. F1. Restricted Stock Units settle in Common Stock on a 1:1 basis.
2. F2. 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. F3. Restricted Stock Units vested and converted to Common Stock on February 26, 2026.

FAQ

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

What insider transactions did GNW executive Gregory S. Karawan report on February 26, 2026?

Gregory S. Karawan reported Restricted Stock Units vesting and converting into Common Stock on February 26, 2026. He also reported related share withholdings used to satisfy tax obligations, all as part of his equity compensation, rather than open-market purchases or discretionary sales.

How many Genworth (GNW) shares did Karawan acquire from Restricted Stock Units?

He acquired 27,144 Common Stock shares and another 25,316 Common Stock shares through the exercise or conversion of Restricted Stock Units. These RSUs settle into Common Stock on a one-for-one basis, reflecting standard equity compensation vesting at Genworth Financial.

Were any of Gregory Karawan’s GNW transactions open-market sales?

No, the reported dispositions were tax-withholding transactions, not open-market sales. The company withheld 7,533 and 7,026 Common Stock shares at $8.62 per share to cover tax obligations on vested Restricted Stock Units, as described in the accompanying footnotes.

What is Gregory Karawan’s Genworth (GNW) share ownership after these transactions?

Following the February 26, 2026 transactions, he directly owned 355,717 shares of Genworth Common Stock. He also indirectly held 4,736.201 shares through a 401(k) account, reflecting both vested equity awards and retirement-plan holdings in the company.

How do Genworth Restricted Stock Units (RSUs) work in Karawan’s Form 4 filing?

The filing states that Genworth Restricted Stock Units settle in Common Stock on a 1:1 basis. On February 26, 2026, RSUs vested and converted to Common Stock, increasing Karawan’s holdings while triggering tax-withholding share dispositions handled by the company.

What prices were used for GNW share tax withholding in Karawan’s transactions?

The company withheld Common Stock shares at a price of $8.62 per share to satisfy tax obligations. Specifically, 7,533 and 7,026 shares of Genworth Common Stock were withheld at this price when Karawan’s Restricted Stock Units vested and converted on February 26, 2026.

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

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Accepted by SEC EDGAR 02/27/2026 - 05:08 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^*

Karawan Gregory S.

(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 and General Counsel

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)	344,960	D
Common Stock	02/26/2026		F		7,533(2)	D	$8.62	337,427	D
Common Stock	02/26/2026		M		25,316	A	(1)	362,743	D
Common Stock	02/26/2026		F		7,026(2)	D	$8.62	355,717	D
Common Stock								4,736.201	I	by 401(k)

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			25,316	(3)	(3)	Common Stock	25,316	$0	50,633	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).
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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