Genworth EVP converts RSUs, withholds shares for taxes

Genworth Financial EVP and Chief HR Officer Melissa Hagerman reported equity compensation activity involving company stock.

Accepted by SEC EDGAR 02/18/2026 - 04:26 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Genworth Financial EVP and Chief HR Officer Melissa Hagerman reported equity compensation activity involving company stock. 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 related tax withholding on the vested units, 7,184 common shares were disposed of at $8.92 per share. After these transactions, Hagerman directly owned 148,279 shares of Genworth Financial common stock.

Insider Trade Summary

21,892 shares exercised/converted

Exercise 3 txns

Insider Hagerman Melissa

Role EVP and Chief HR Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	21,892	$0.00	$0.00
Exercise	Common Stock	21,892	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,184	$8.92	$64K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 148,279 shares (Direct)

Footnotes (3)

1. F1. Restricted Stock Units settle in Common Stock on a 1:1 basis.
2. F2. 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. F3. Restricted Stock Units vested and converted to Common Stock on February 13, 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did GNW executive Melissa Hagerman report?

Melissa Hagerman reported exercising 21,892 Restricted Stock Units into common stock, then disposing of 7,184 common shares to satisfy tax withholding. These equity compensation-related transactions left her with 148,279 directly owned Genworth Financial common shares.

Did the GNW insider transaction represent an open-market stock sale?

No, the disposition was a tax-withholding transaction, not an open-market sale. Shares were withheld by the company to cover tax obligations arising from Restricted Stock Units that vested and converted into common stock on February 13, 2026.

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

After the reported equity events, Melissa Hagerman directly owns 148,279 shares of Genworth Financial common stock. This balance reflects both the RSU conversion into common shares and the shares withheld to satisfy associated tax obligations on February 13, 2026.

What was the size of the RSU conversion reported by GNW’s EVP and Chief HR Officer?

The RSU conversion involved 21,892 Restricted Stock Units, which settled into 21,892 shares of Genworth Financial common stock on a one-for-one basis. The exercise price was reported as $0.00 per share, consistent with typical restricted stock unit vesting.

At what price were GNW shares disposed of for tax withholding purposes?

The shares disposed of for tax withholding were priced at $8.92 per share. In total, 7,184 common shares were withheld by the company to satisfy tax obligations tied to the vesting and conversion of the Restricted Stock Units on February 13, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

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)
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)	155,463	D
Common Stock	02/13/2026		F		7,184(2)	D	$8.92	148,279	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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