Genworth (GNW) CFO logs RSU vesting and tax-withholding share disposition

Rhea-AI Filing Summary

Genworth Financial EVP & Chief Financial Officer Jerome T. Upton reported equity award activity involving restricted stock units and common shares. On February 13, 2026, 36,486 Restricted Stock Units vested and were converted into 36,486 shares of Common Stock on a 1:1 basis at no exercise price. To cover tax withholding on this vesting, 9,701 shares of Common Stock were disposed of at $8.92 per share through share withholding rather than an open-market sale. After these transactions, Upton directly owned 454,773 shares of Genworth Financial common stock.

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^*

Upton Jerome T

(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 Financial 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		36,486	A	(1)	464,474	D
Common Stock	02/13/2026		F		9,701(2)	D	$8.92	454,773	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			36,486	(3)	(3)	Common Stock	36,486	$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.
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** 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 insider transactions did GNW executive Jerome T. Upton report on this Form 4?

Jerome T. Upton reported the vesting and conversion of 36,486 Restricted Stock Units into an equal number of Genworth Financial (GNW) common shares, plus a related tax-withholding share disposition of 9,701 common shares executed via share withholding, not an open-market trade.

How many Genworth Financial (GNW) shares did Jerome T. Upton beneficially own after these transactions?

After the reported Form 4 transactions, Jerome T. Upton directly owned 454,773 shares of Genworth Financial (GNW) common stock. This figure reflects the RSU conversion of 36,486 shares and the disposition of 9,701 shares withheld to satisfy associated tax obligations on the vesting.

Were the GNW Form 4 transactions open-market buys or sells by Jerome T. Upton?

The Form 4 shows no open-market purchases or sales by Jerome T. Upton. Instead, 36,486 Restricted Stock Units vested and converted into common stock, and 9,701 shares were withheld at $8.92 per share to satisfy tax withholding obligations.

What does the tax-withholding disposition at $8.92 per share mean for GNW insider activity?

The tax-withholding disposition reflects 9,701 GNW shares withheld at $8.92 per share to pay taxes on vested RSUs. This is a non-open-market mechanism, commonly used so insiders meet tax liabilities without making separate cash payments to the company or tax authorities.

How do the Restricted Stock Units work in Jerome T. Upton’s GNW compensation?

The Restricted Stock Units in Jerome T. Upton’s compensation settle 1:1 in GNW common stock. On February 13, 2026, 36,486 RSUs vested and converted into 36,486 common shares, illustrating how equity awards gradually become actual share ownership over time.