Genworth (NYSE: GNW) risk chief logs RSU vesting and tax share withholdings

Rhea-AI Filing Summary

Genworth Financial EVP and Chief Risk Officer Mark Blakeley Hodges reported multiple equity award transactions. On February 26, 2026, Restricted Stock Units vested and converted into Common Stock on a 1:1 basis, resulting in the acquisition of 21,716 and 18,753 shares of Common Stock at $0.00 per share through derivative exercises.

To cover tax withholding on these vested awards, the company withheld 6,537 and 5,645 shares of Common Stock at $8.62 per share as tax-withholding dispositions. After these transactions, Hodges directly owned 139,111 shares of Genworth Financial Common Stock, with an additional 4,530.741 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^*

Hodges Mark Blakeley

(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 Risk 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		21,716	A	(1)	132,540	D
Common Stock	02/26/2026		F		6,537(2)	D	$8.62	126,003	D
Common Stock	02/26/2026		M		18,753	A	(1)	144,756	D
Common Stock	02/26/2026		F		5,645(2)	D	$8.62	139,111	D
Common Stock								4,530.741	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)	02/26/2026		M			21,716	(3)	(3)	Common Stock	21,716	$0	21,716	D
Restricted Stock Units	(1)	02/26/2026		M			18,753	(3)	(3)	Common Stock	18,753	$0	37,506	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).
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 Mark Blakeley Hodges report?

Mark Blakeley Hodges reported Restricted Stock Units vesting and converting into Genworth Financial Common Stock, plus related tax-withholding share dispositions. The transactions reflect equity compensation settling into stock rather than open-market buying or selling activity by the executive.

How many Genworth Financial shares did Hodges acquire through RSU vesting?

Hodges acquired 21,716 and 18,753 shares of Genworth Financial Common Stock via derivative exercises of Restricted Stock Units at zero exercise price. These awards vested and settled 1:1 into Common Stock on February 26, 2026, according to the filed footnotes.

Why were some GNW shares disposed of in Hodges’ Form 4 filing?

Shares were disposed of solely to satisfy tax withholding obligations tied to Restricted Stock Units that vested on February 26, 2026. The company withheld 6,537 and 5,645 Common Stock shares at $8.62 per share rather than Hodges selling shares in the open market.

What is Hodges’ Genworth Financial share ownership after these transactions?

After the reported transactions, Hodges directly owned 139,111 shares of Genworth Financial Common Stock. In addition, 4,530.741 shares were held indirectly through a 401(k) plan, reflecting both direct and retirement-plan-related ownership positions in the company.

How do the Restricted Stock Units in this GNW Form 4 settle?

The Restricted Stock Units settle into Genworth Financial Common Stock on a one-for-one basis. Upon vesting on February 26, 2026, the RSUs converted directly into an equal number of Common Stock shares, as described in the footnotes of the insider transaction report.