Genworth (GNW) CIO converts RSUs and withholds shares to pay taxes

Rhea-AI Filing Summary

Genworth Financial EVP & Chief Investment Officer Kelly A. Saltzgaber reported equity award activity. On February 13, 2026, 21,892 Restricted Stock Units were exercised and converted into 21,892 shares of Common Stock at $0.00 per share. To cover tax withholding on the vested units, 6,195 Common shares were withheld at $8.92 per share, leaving Saltzgaber with direct ownership of 68,272 Common shares.

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^*

Saltzgaber Kelly A

(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 Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		21,892	A	(1)	74,467	D
Common Stock	02/13/2026		F		6,195(2)	D	$8.92	68,272	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	(1)	02/13/2026		M			21,892	(3)	(3)	Common Stock	21,892	$0	0	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 13, 2026.

3. Restricted Stock Units vested and converted to Common Stock on February 13, 2026.

Remarks:

	/s/ Jasmine E. Taylor, by power of attorney	02/18/2026
	** 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 insider transactions did GNW executive Kelly Saltzgaber report?

Kelly A. Saltzgaber reported exercising 21,892 Restricted Stock Units into 21,892 Genworth Financial Common shares. On the same date, 6,195 Common shares were withheld to satisfy tax obligations related to the RSU vesting and conversion, all under direct ownership.

How many Genworth (GNW) shares does Kelly Saltzgaber own after these transactions?

After the reported transactions, Kelly A. Saltzgaber directly owns 68,272 Genworth Financial Common shares. This reflects RSU conversion into stock and the withholding of 6,195 shares used to satisfy tax liabilities tied to the vesting event.

Were Kelly Saltzgaber’s GNW transactions open-market buys or sales?

The transactions were not open-market trades. They involved exercising 21,892 Restricted Stock Units into Common Stock and a tax-withholding disposition of 6,195 shares used to cover tax obligations on RSUs that vested on February 13, 2026.

What is the relationship between Kelly Saltzgaber’s RSUs and GNW Common Stock?

Each Restricted Stock Unit settles into one share of Genworth Financial Common Stock on a 1:1 basis. On February 13, 2026, 21,892 RSUs vested and converted into 21,892 Common shares according to this stated conversion ratio and vesting schedule.

At what price were GNW shares withheld for Kelly Saltzgaber’s taxes?

Genworth Financial withheld 6,195 Common shares at $8.92 per share to satisfy Kelly A. Saltzgaber’s tax withholding obligations. These shares were used specifically to cover taxes on Restricted Stock Units that vested on February 13, 2026.