Genworth (GNW) executive Shah gains RSUs and net common stock holdings

Rhea-AI Filing Summary

Genworth Financial executive Samir B. Shah, President & CEO of CareScout Services, reported several equity compensation moves. He received a grant of 102,857 Restricted Stock Units, which settle into common stock on a 1:1 basis and vest in three equal installments beginning on March 2, 2027. Separately, Performance Stock Units granted on February 16, 2023 fully vested on March 2, 2026 and were settled into 36,381 shares of common stock. To cover tax withholding for the vested performance units, 18,595 shares of common stock were withheld at a price of $8.46 per share, leaving Shah with 115,954 common shares held directly after these transactions.

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)
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		36,381(1)	A	$0	134,549	D
Common Stock	03/02/2026		F		18,595(2)	D	$8.46	115,954	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		102,857		(4)	(4)	Common Stock	102,857	$0	102,857	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 equity awards did Genworth (GNW) executive Samir B. Shah receive?

Samir B. Shah received a grant of 102,857 Restricted Stock Units. These units settle into Genworth common stock on a 1:1 basis and are scheduled to vest in three equal installments beginning on March 2, 2027, subject to ongoing service conditions.

What happened to Samir B. Shah’s Performance Stock Units at Genworth (GNW)?

Performance Stock Units granted to Shah on February 16, 2023 fully vested on March 2, 2026. They were settled into 36,381 shares of Genworth common stock on a 1:1 basis, increasing his direct common stock holdings before tax-related share withholding.

Why were 18,595 Genworth (GNW) shares disposed of in Shah’s Form 4?

The Form 4 shows 18,595 shares of common stock were disposed of to satisfy the tax withholding obligation on Shah’s vested Performance Stock Units. These shares were valued at $8.46 per share, reducing the net shares he retained from the vesting event.

How many Genworth (GNW) shares does Samir B. Shah own after these transactions?

After the reported transactions, Shah directly owns 115,954 shares of Genworth common stock. This figure reflects the shares received from vested Performance Stock Units minus the 18,595 shares withheld to cover related tax obligations on March 2, 2026.

How do Shah’s new Restricted Stock Units at Genworth (GNW) vest?

Shah’s 102,857 Restricted Stock Units vest and convert into common stock in three equal installments. The first installment begins on March 2, 2027, with each vested unit converting into one share of Genworth common stock, assuming continued eligibility through each vesting date.

What types of transactions are reported in Shah’s Genworth (GNW) Form 4?

The Form 4 reports an award of Restricted Stock Units, an exercise/conversion of Performance Stock Units into 36,381 common shares, and a tax-withholding disposition of 18,595 shares of common stock at $8.46 per share, all held directly by Shah.