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

Rhea-AI Filing Summary

Genworth Financial EVP & Chief Investment Officer Kelly A. Saltzgaber reported equity compensation activity involving restricted stock units and common shares of Genworth Financial Inc. (GNW).

On February 26, 2026, restricted stock units vested and converted to common stock, with 29,316 and 28,129 restricted stock units exercised and settled into an equal number of common shares on a 1:1 basis. Following these transactions, direct common stock ownership increased through these conversions.

On the same date, a total of 8,499 and 8,155 shares of common stock were disposed of at $8.62 per share in transactions coded "F". According to the footnotes, these were shares withheld by the company to satisfy tax withholding obligations related to the vesting restricted stock units, rather than open-market sales.

Insights

Equity Compensation Analyst

Routine RSU vesting with tax share withholding; neutral signal.

The transactions show Kelly A. Saltzgaber receiving common shares as restricted stock units vested and converted on February 26, 2026. Two RSU blocks of 29,316 and 28,129 units were exercised and settled into common stock on a one-for-one basis.

Separate transactions coded "F" disposed of 8,499 and 8,155 common shares at $8.62 per share. The footnotes state these shares were withheld by the company to satisfy tax withholding obligations on the vesting awards, meaning they are not discretionary open-market sales.

This pattern is typical of executive equity compensation: RSUs vest, shares are delivered, and a portion is withheld to cover taxes. There is no indication here of a directional bet on Genworth Financial stock; the economic impact mainly reflects standard compensation and tax mechanics.

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^*

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)
02/26/2026

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	02/26/2026		M		29,316	A	(1)	97,588	D
Common Stock	02/26/2026		F		8,499(2)	D	$8.62	89,089	D
Common Stock	02/26/2026		M		28,129	A	(1)	117,218	D
Common Stock	02/26/2026		F		8,155(2)	D	$8.62	109,063	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)	02/26/2026		M			29,316	(3)	(3)	Common Stock	29,316	$0	29,316	D
Restricted Stock Units	(1)	02/26/2026		M			28,129	(3)	(3)	Common Stock	28,129	$0	56,259	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 26, 2026.

3. Restricted Stock Units vested and converted to Common Stock on February 26, 2026.

Remarks:

	/s/ Jasmine E. Taylor, by power of attorney	02/27/2026
	** 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).
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FAQ

What did Genworth Financial (GNW) executive Kelly A. Saltzgaber report in this Form 4?

Kelly A. Saltzgaber reported restricted stock units vesting and converting into common stock, plus related tax share withholding. RSU blocks of 29,316 and 28,129 units converted 1:1 into common shares on February 26, 2026, increasing direct share ownership through equity compensation.

Were the Genworth (GNW) Form 4 transactions open-market stock sales?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Shares coded "F"—8,499 and 8,155 at $8.62—were withheld by the company to cover tax obligations on vested restricted stock units, according to the filing’s footnotes.

How many Genworth (GNW) restricted stock units vested for Kelly A. Saltzgaber?

Two restricted stock unit awards vested for Kelly A. Saltzgaber: 29,316 units and 28,129 units. The footnotes state these vested RSUs converted into an equal number of Genworth common shares on February 26, 2026, on a one-to-one basis.

What price is shown for the Genworth (GNW) tax-withholding share dispositions?

The tax-withholding dispositions used a price of $8.62 per share for Genworth common stock. At that price, 8,499 and 8,155 shares were withheld to satisfy tax obligations arising from the vesting and conversion of restricted stock units on February 26, 2026.

Does this Genworth (GNW) Form 4 suggest a bullish or bearish insider view?

The Form 4 mainly reflects routine equity compensation rather than a directional bet. RSUs vested and converted into common stock, while some shares were withheld to pay taxes. Such patterns are common for executives and typically viewed as neutral insider activity.

What role does Kelly A. Saltzgaber hold at Genworth Financial (GNW) in this filing?

Kelly A. Saltzgaber is listed as EVP & Chief Investment Officer of Genworth Financial Inc. The Form 4 reports her restricted stock units vesting, conversion into common shares, and related tax-withholding share dispositions, all held as direct ownership according to the filing details.