Genworth (GNW) exec gains stock from RSU vesting, covers taxes

Rhea-AI Filing Summary

Genworth Financial executive Samir B. Shah reported multiple equity award transactions involving Restricted Stock Units and Common Stock. On February 26, 2026, Restricted Stock Units vested and converted into 43,431 shares and 37,506 shares of Common Stock, at a 1:1 ratio.

To cover tax withholding on these vestings, the company withheld 15,683 shares and 13,544 shares of Common Stock at a price of $8.62 per share. After these exercises and tax-withholding dispositions, Shah directly owned 98,168 shares of Genworth Financial Common Stock.

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^*

Shah Samir B.

(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, CareScout Svcs.

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		43,431	A	(1)	89,889	D
Common Stock	02/26/2026		F		15,683(2)	D	$8.62	74,206	D
Common Stock	02/26/2026		M		37,506	A	(1)	111,712	D
Common Stock	02/26/2026		F		13,544(2)	D	$8.62	98,168	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 (RSUs)	(1)	02/26/2026		M			43,431	(3)	(3)	Common Stock	43,431	$0	43,431	D
Restricted Stock Units	(1)	02/26/2026		M			37,506	(3)	(3)	Common Stock	37,506	$0	75,012	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).
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FAQ

What insider transactions did GNW executive Samir B. Shah report on February 26, 2026?

Samir B. Shah reported RSU vesting and related stock movements on February 26, 2026. Restricted Stock Units converted into Common Stock, and some shares were withheld by the company to satisfy tax obligations tied to those vesting events.

How many Genworth (GNW) Restricted Stock Units vested for Samir B. Shah?

Two tranches of Restricted Stock Units vested for Samir B. Shah, converting into 43,431 shares and 37,506 shares of Common Stock. Footnotes state the RSUs settle into Common Stock on a 1:1 basis, simplifying the share conversion calculation for investors.

Were any of Samir B. Shah’s GNW stock transactions open-market buys or sells?

The reported Genworth transactions were not open-market buys or sells. They involved RSU vesting (coded M) and share dispositions coded F, where shares of Common Stock were withheld by the company solely to satisfy tax withholding obligations on the vested awards.

How many Genworth (GNW) shares were withheld for Samir B. Shah’s tax obligations?

Genworth withheld 15,683 shares and 13,544 shares of Common Stock from Samir B. Shah. These F-coded transactions were priced at $8.62 per share and were used to satisfy tax withholding obligations arising from the RSU vesting on February 26, 2026.

What is Samir B. Shah’s direct Genworth (GNW) share ownership after these transactions?

After the RSU conversions and tax-withholding share dispositions, Samir B. Shah directly owned 98,168 shares of Genworth Common Stock. This figure reflects the total direct holdings reported following all February 26, 2026 transactions disclosed in the Form 4 filing.

How do Genworth (GNW) Restricted Stock Units convert into Common Stock for Samir B. Shah?

Genworth footnotes state that Restricted Stock Units settle into Common Stock on a 1:1 basis. For Samir B. Shah, each vested RSU became one share of Common Stock when the units vested and converted on February 26, 2026, as described in the insider report.