Genworth (GNW) EVP Hodges converts RSUs, withholds shares to cover taxes

Rhea-AI Filing Summary

Genworth Financial executive Mark Blakeley Hodges reported equity compensation activity involving restricted stock units and common shares. On February 13, 2026, 21,892 restricted stock units vested and were converted into 21,892 shares of common stock at no exercise price, increasing his direct holdings. The company then withheld 7,284 common shares, valued at $8.92 per share, to cover associated tax obligations. After these transactions, Hodges directly held 110,824 common shares, with an additional 4,526.476 shares held indirectly through a 401(k) plan.

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^*

Hodges Mark Blakeley

(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 Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		21,892	A	(1)	118,108	D
Common Stock	02/13/2026		F		7,284(2)	D	$8.92	110,824	D
Common Stock								4,526.476	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)	02/13/2026		M			21,892	(3)	(3)	Common Stock	21,892	$0	0	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 13, 2026.

3. Restricted Stock Units vested and converted to Common Stock on February 13, 2026.

Remarks:

	/s/ Jasmine E. Taylor, by power of attorney	02/18/2026
	** 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) executive Mark Blakeley Hodges report?

Mark Blakeley Hodges reported the vesting and conversion of 21,892 restricted stock units into common shares, followed by the withholding of 7,284 shares to cover taxes. These transactions reflect equity compensation mechanics rather than open-market buying or selling activity.

How many Genworth (GNW) restricted stock units vested for Mark Blakeley Hodges?

A total of 21,892 restricted stock units vested for Mark Blakeley Hodges and converted into 21,892 shares of Genworth common stock. The units settled on a one-for-one basis into shares on February 13, 2026, according to the Form 4 filing footnotes.

Why were 7,284 Genworth (GNW) shares disposed of in Mark Blakeley Hodges’ Form 4?

The 7,284 Genworth common shares were withheld by the company to satisfy tax withholding obligations tied to vested restricted stock units. This disposition was coded as a tax-withholding transaction, not an open-market sale, at a price of $8.92 per share.

What is Mark Blakeley Hodges’ Genworth (GNW) share ownership after these transactions?

Following the reported transactions, Mark Blakeley Hodges directly owned 110,824 Genworth common shares. He also had 4,526.476 additional shares held indirectly through a 401(k) plan, as disclosed in the ownership section of the Form 4 filing.

How do Genworth (GNW) restricted stock units convert into common stock for executives?

For this award, each Genworth restricted stock unit settled into one share of common stock upon vesting. On February 13, 2026, 21,892 units vested and converted 1:1 into 21,892 common shares, as specified in the Form 4 filing footnotes for Mark Blakeley Hodges.

Does Mark Blakeley Hodges’ Genworth (GNW) Form 4 show any open-market stock sales?

The Form 4 does not report open-market sales. It shows an RSU conversion into common stock and a disposition coded for tax withholding, where 7,284 shares were withheld by the company to cover tax liabilities associated with the vesting event.