Genworth (GNW) director receives 18,264 RSUs as annual retainer pay

Rhea-AI Filing Summary

Genworth Financial director Karen Elizabeth Dyson received an equity grant as part of her board compensation. She was awarded 18,264 shares of Common Stock in the form of restricted stock units, valued using a twenty-day average trading price of $9.0345 per share.

The RSUs were granted as payment for a portion of her annual retainer fee and will vest on the one-year anniversary of the grant date. Upon vesting, they convert into shares of Common Stock, unless she has elected to defer receipt until leaving the board or to a future year. After this award, she directly holds 92,655.011 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dyson Karen Elizabeth

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,264	$9.0345	$165K

Holdings After Transaction: Common Stock — 92,655.011 shares (Direct, null)

Footnotes (1)

1. Reflects award of restricted stock units (RSUs) in payment of a portion of the reporting person's annual retainer fee. The RSUs vest on the one-year anniversary of the grant date, and convert to shares of Common Stock upon vesting (unless the reporting person elected to defer receipt of the shares until termination of service as a director or to a future specified year). Reflects the twenty-day average trading price per share of Common Stock, which was used to determine the number of RSUs granted.

Key Figures

RSU grant size: 18,264 shares Grant pricing reference: $9.0345 per share Post-grant holdings: 92,655.011 shares

3 metrics

RSU grant size 18,264 shares Restricted stock units awarded as part of annual retainer

Grant pricing reference $9.0345 per share Twenty-day average trading price used to determine RSUs granted

Post-grant holdings 92,655.011 shares Total Common Stock directly held after the RSU award

Key Terms

restricted stock units (RSUs), annual retainer fee, twenty-day average trading price, vest

4 terms

restricted stock units (RSUs) financial

"Reflects award of restricted stock units (RSUs) in payment of a portion of the reporting person's annual retainer fee."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

annual retainer fee financial

"RSUs in payment of a portion of the reporting person's annual retainer fee."

twenty-day average trading price financial

"Reflects the twenty-day average trading price per share of Common Stock, which was used to determine the number of RSUs granted."

vest financial

"The RSUs vest on the one-year anniversary of the grant date, and convert to shares of Common Stock upon vesting."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

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^*

Dyson Karen Elizabeth

(Last) (First) (Middle)

C/O GENWORTH FINANCIAL, INC.

11011 WEST BROAD STREET

(Street)

GLEN ALLEN VIRGINIA 23060

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GENWORTH FINANCIAL INC [ GNW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		A		18,264(1)	A	$9.0345(2)	92,655.011	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

Explanation of Responses:

1. Reflects award of restricted stock units (RSUs) in payment of a portion of the reporting person's annual retainer fee. The RSUs vest on the one-year anniversary of the grant date, and convert to shares of Common Stock upon vesting (unless the reporting person elected to defer receipt of the shares until termination of service as a director or to a future specified year).

2. Reflects the twenty-day average trading price per share of Common Stock, which was used to determine the number of RSUs granted.

Remarks:

	/s/ Jasmine E. Taylor, by power of attorney	05/21/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Genworth Financial (GNW) director Karen Dyson report on this Form 4?

Karen Elizabeth Dyson reported receiving a grant of 18,264 restricted stock units of Genworth Financial Common Stock. The award is part of her annual retainer fee for serving as a director and increases her direct holdings to 92,655.011 shares after the transaction.

Is the Genworth Financial (GNW) Form 4 transaction a market purchase or a compensation grant?

The Form 4 shows a compensation-related grant, not a market purchase. Dyson received 18,264 restricted stock units classified as a grant or award acquisition, reflecting board compensation rather than an open-market buy or sell of Genworth Financial shares.

How is the number of RSUs determined in this Genworth (GNW) director grant?

The number of RSUs was determined using a twenty-day average trading price of $9.0345 per Genworth Common Stock share. That average price was applied to the retainer amount being paid in equity to calculate the 18,264 restricted stock units granted.

When do the restricted stock units granted to the Genworth (GNW) director vest?

The restricted stock units vest on the one-year anniversary of the grant date. Once vested, they convert into shares of Genworth Common Stock unless the director has elected to defer receipt until termination of board service or to a specified future year.

How many Genworth Financial (GNW) shares does Karen Dyson hold after this grant?

Following the grant, Karen Elizabeth Dyson directly holds 92,655.011 shares of Genworth Financial Common Stock. This total includes the impact of the 18,264 restricted stock units awarded as part of her annual director retainer compensation package.