Genworth (GNW) EVP Hagerman granted RSUs and stock, with shares withheld for taxes

Rhea-AI Filing Summary

Genworth Financial executive Melissa Hagerman reported several equity compensation transactions. She received a grant of 57,143 Restricted Stock Units that settle one-for-one in common shares and vest in three equal installments beginning on March 2, 2027. She also acquired 49,918 common shares through the vesting and settlement of previously granted Performance Stock Units and disposed of 22,514 common shares at $8.46 per share to cover associated tax withholding obligations, leaving her with 207,247 common shares directly held.

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^*

Hagerman Melissa

(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 HR 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		49,918(1)	A	$0	229,761	D
Common Stock	03/02/2026		F		22,514(2)	D	$8.46	207,247	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		57,143		(4)	(4)	Common Stock	57,143	$0	57,143	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.
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FAQ

What insider transactions did GNW executive Melissa Hagerman report?

Melissa Hagerman reported equity compensation activity including new Restricted Stock Units, the vesting of Performance Stock Units into common shares, and a disposition of shares to cover tax withholding obligations. These transactions reflect compensation mechanics rather than open-market buying or selling of Genworth Financial common stock.

How many Restricted Stock Units did Melissa Hagerman receive at Genworth (GNW)?

Melissa Hagerman received a grant of 57,143 Restricted Stock Units, each settling into one Genworth common share. According to the disclosure, these units vest and convert into common stock in three equal installments beginning on March 2, 2027, subject to continued service conditions.

What happened to Melissa Hagerman’s Performance Stock Units at Genworth (GNW)?

Performance Stock Units granted to Melissa Hagerman on February 16, 2023 fully vested on March 2, 2026 and were settled in Genworth common stock on a one-for-one basis. This increased her common share holdings before some shares were withheld to satisfy related tax obligations.

Why did Melissa Hagerman dispose of Genworth (GNW) shares in this Form 4?

The filing states that Genworth withheld 22,514 shares of common stock at $8.46 per share to satisfy tax withholding obligations tied to her vested Performance Stock Units. This disposition is characterized as payment of tax liability using shares rather than an open-market sale.

How many Genworth (GNW) common shares does Melissa Hagerman hold after these transactions?

After the March 2, 2026 transactions, including the derivative exercise and tax-withholding disposition, Melissa Hagerman directly holds 207,247 shares of Genworth common stock. This figure reflects her updated ownership following the vesting and settlement of Performance Stock Units and related tax share withholding.

How and when will Melissa Hagerman’s new Restricted Stock Units in GNW vest?

The new Restricted Stock Units granted to Melissa Hagerman vest and convert into Genworth common stock in three equal installments beginning on March 2, 2027. Each unit settles into one common share, contingent on satisfying the vesting schedule described in the disclosure.