Genworth (GNW) EVP Karawan reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Genworth Financial executive vice president and general counsel Gregory S. Karawan reported equity award activity involving restricted stock units and common shares. On February 13, 2026, 21,892 restricted stock units were exercised and converted to 21,892 shares of common stock at a stated price of $0.00 per share, reflecting a vesting event rather than an open-market purchase.

To cover related tax withholding on the vested units, 6,076 common shares were withheld at $8.92 per share. After these transactions, Karawan directly owned 317,816 shares of Genworth common stock and also had an additional 4,731.743 shares held indirectly through a 401(k) plan.

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^*

Karawan Gregory S.

(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 General Counsel

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)	323,892	D
Common Stock	02/13/2026		F		6,076(2)	D	$8.92	317,816	D
Common Stock								4,731.743	I	by 401(k)

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did GNW executive Gregory S. Karawan report on this Form 4?

Gregory S. Karawan reported the vesting and exercise of 21,892 restricted stock units into 21,892 Genworth common shares. He also reported share withholding of 6,076 common shares at $8.92 per share to satisfy tax obligations related to that equity award vesting event.

Did Gregory S. Karawan buy or sell Genworth (GNW) shares on the open market?

The filing shows no open-market buys or sells. Shares were acquired through the vesting and conversion of 21,892 restricted stock units, and 6,076 shares were withheld at $8.92 solely to satisfy tax withholding obligations on that vesting, rather than a discretionary market transaction.

How many Genworth (GNW) shares does Gregory S. Karawan own after these transactions?

After the reported activity, Karawan directly owned 317,816 shares of Genworth common stock. In addition, the filing shows 4,731.743 Genworth shares held indirectly through a 401(k) plan account, reflecting retirement-plan holdings separate from his directly owned share position.

What was the size of the restricted stock unit vesting for GNW’s Gregory S. Karawan?

The vesting event covered 21,892 restricted stock units, which settled into 21,892 Genworth common shares on a one-for-one basis. The units vested and converted on February 13, 2026, as part of Karawan’s existing equity compensation arrangement with Genworth Financial.

At what price were Genworth (GNW) shares withheld for taxes in this Form 4?

To satisfy tax withholding on the vested restricted stock units, 6,076 Genworth common shares were withheld at $8.92 per share. This tax-withholding disposition reduced the number of new shares retained by Gregory S. Karawan from the restricted stock unit vesting event.