Genworth (NYSE: GNW) CFO awarded 91,429 RSUs and settles vested PSUs

Rhea-AI Filing Summary

Genworth Financial EVP & CFO Jerome T. Upton reported equity compensation and related share movements in company stock. He received a grant of 91,429 Restricted Stock Units at no cost, which settle into Common Stock on a 1:1 basis and vest in three equal installments beginning on March 2, 2027.

On March 2, 2026, Performance Stock Units granted on February 16, 2023 fully vested and were settled in Common Stock on a 1:1 basis, adding 83,196 shares of Common Stock. To cover tax withholding on the vested Performance Stock Units, the company withheld 36,555 shares of Common Stock at $8.46 per share. After these transactions, Upton directly held 560,388 shares of Common Stock and 91,429 Restricted Stock Units.

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

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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)
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		83,196(1)	A	$0	596,943	D
Common Stock	03/02/2026		F		36,555(2)	D	$8.46	560,388	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	(3)	03/02/2026		A		91,429		(4)	(4)	Common Stock	91,429	$0	91,429	D

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.

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

4. Restricted Stock Units vest and convert to Common Stock in three equal installments beginning on March 2, 2027.

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).
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FAQ

What insider transactions did Genworth (GNW) CFO Jerome T. Upton report on March 2, 2026?

Jerome T. Upton reported equity awards and related share movements on March 2, 2026. Performance Stock Units granted February 16, 2023 fully vested and settled into Common Stock, and he received a new grant of Restricted Stock Units that will vest over time.

How many Restricted Stock Units did Genworth (GNW) CFO Jerome T. Upton receive and how do they work?

Jerome T. Upton received 91,429 Restricted Stock Units at no cost. These units settle into Genworth Common Stock on a 1:1 basis, meaning each unit converts into one share when it vests, providing stock-based compensation over a multiyear period.

What is the vesting schedule for the 91,429 Restricted Stock Units granted to the Genworth (GNW) CFO?

The 91,429 Restricted Stock Units vest and convert to Common Stock in three equal installments. The vesting begins on March 2, 2027, creating a staged schedule that delivers shares to Jerome T. Upton over three years, aligning compensation with ongoing service.

What happened to Genworth (GNW) Performance Stock Units granted to the CFO on February 16, 2023?

Performance Stock Units granted on February 16, 2023 fully vested on March 2, 2026. They were settled in Genworth Common Stock on a 1:1 basis, resulting in 83,196 shares of Common Stock being acquired by Jerome T. Upton upon vesting.

Why did Genworth (GNW) withhold 36,555 shares of Common Stock from the CFO on March 2, 2026?

Genworth withheld 36,555 shares of Common Stock at $8.46 per share to satisfy tax withholding obligations. These obligations arose from the vesting of Jerome T. Upton’s Performance Stock Units on March 2, 2026, using shares instead of cash to pay the taxes.

How many Genworth (GNW) shares does CFO Jerome T. Upton hold after the reported transactions?

After the March 2, 2026 transactions, Jerome T. Upton directly held 560,388 shares of Genworth Common Stock. He also held 91,429 Restricted Stock Units, which represent additional potential shares that will convert to stock as they vest in future years.