Genworth (GNW) VP and Controller granted 18,743 cash-settled RSUs in Form 4

Rhea-AI Filing Summary

Woodell Darren W. reported acquisition or exercise transactions in this Form 4 filing.

Genworth Financial reported that VP and Controller Darren W. Woodell received a grant of 18,743 cash-settled restricted stock units. The award is recorded at a price of $0.00 per unit, reflecting compensation rather than an open-market purchase.

According to the terms, each unit represents a contingent right to receive a cash payment equal to the value of one share of Genworth common stock on each of March 2, 2027, March 2, 2028 and March 2, 2029. After this grant, Woodell holds 18,743 such units directly.

Insights

Equity Compensation Analyst

Routine executive compensation grant with cash-settled equity units.

The filing shows 18,743 cash-settled RSUs granted to Genworth’s VP and Controller, Darren Woodell. With a grant price of $0.00 per unit, this is a non-cash compensation award rather than an open-market investment transaction.

Each unit provides a future cash payment equal to the value of one share of common stock on March 2, 2027, March 2, 2028 and March 2, 2029. This structure links executive pay to the company’s share value while avoiding new share issuance.

As a typical equity-based compensation grant for a senior officer, this event is administrative rather than thesis-changing. Subsequent company filings may detail additional executive awards or changes to compensation programs if they become material.

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^*

Woodell Darren W.

(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)
	VP and Controller

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

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
Cash-Settled Restricted Stock Units	(1)	03/02/2026		A		18,743		(1)	(1)	Common Stock	18,743	$0	18,743	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive a cash payment equal to the value of one share of Common Stock on each of 3/2/2027, 3/2/2028 and 3/2/2029.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Genworth Financial (GNW) disclose in this Form 4 for Darren W. Woodell?

Genworth disclosed that VP and Controller Darren W. Woodell received 18,743 cash-settled restricted stock units. These units are a compensation grant, not an open-market purchase, and provide future cash payments tied to the company’s common stock value on specified future dates.

How many restricted stock units did GNW executive Darren Woodell acquire?

Darren Woodell acquired 18,743 cash-settled restricted stock units. The award was recorded at a grant price of $0.00 per unit, highlighting it as an equity-based compensation grant rather than a traditional stock purchase on the open market by the executive.

Are the GNW restricted stock units granted to Darren Woodell settled in stock or cash?

The restricted stock units are cash-settled. Each unit represents a contingent right to receive a cash payment equal to the value of one share of Genworth common stock on three future dates, rather than delivering actual shares at settlement.

When do Darren Woodell’s Genworth cash-settled restricted stock units pay out?

The units provide cash payments based on Genworth’s share value on March 2, 2027, March 2, 2028, and March 2, 2029. Each restricted stock unit pays the value of one common share on each of those specified future dates, subject to applicable award conditions.

Did Darren Woodell buy or sell Genworth (GNW) shares in this Form 4 filing?

No open-market buy or sell occurred. The Form 4 reports an acquisition of 18,743 cash-settled restricted stock units as a compensation grant. These units provide future cash payments linked to Genworth’s stock value rather than reflecting immediate share purchases or sales.