Genworth (NYSE: GNW) EVP gets RSU award, delivers shares for taxes

Rhea-AI Filing Summary

Genworth Financial executive Gregory S. Karawan reported multiple equity transactions. He received a grant of 68,571 Restricted Stock Units, which settle into an equal number of Genworth common shares and vest in three equal installments beginning on March 2, 2027.

On March 2, 2026, 49,918 Performance Stock Units granted on February 16, 2023 fully vested and were settled 1:1 into common stock. To cover related tax withholding, the company withheld 22,514 common shares at a price of $8.46 per share. After these transactions, Karawan directly held 383,121 common shares and indirectly held 4,738.157 shares 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)
03/02/2026

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	03/02/2026		M		49,918(1)	A	$0	405,635	D
Common Stock	03/02/2026		F		22,514(2)	D	$8.46	383,121	D
Common Stock								4,738.157	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	(3)	03/02/2026		A		68,571		(4)	(4)	Common Stock	68,571	$0	68,571	D

Explanation of Responses:

1. Reflects Performance Stock Units that were granted on February 16, 2023 and fully vested on March 2, 2026, and settled 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 Performance Stock Units that vested on March 2, 2026.

3. Restricted Stock Units settle in Common Stock on a 1:1 basis.

4. Restricted Stock Units vest and convert to Common Stock in three equal installments beginning on March 2, 2027.

Remarks:

	/s/ Jasmine E. Taylor, by power of attorney	03/03/2026
	** 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 equity award did Genworth (GNW) EVP Gregory S. Karawan receive?

Gregory S. Karawan received 68,571 Restricted Stock Units from Genworth Financial. These RSUs settle into common stock on a 1:1 basis and vest in three equal installments beginning on March 2, 2027, providing him with time-based equity compensation exposure.

How were Gregory S. Karawan’s Performance Stock Units at Genworth (GNW) settled?

Karawan’s Performance Stock Units granted on February 16, 2023 fully vested on March 2, 2026. They were settled in Genworth common stock on a 1:1 basis, increasing his direct share ownership before any shares were withheld to satisfy tax obligations.

Why did Genworth (GNW) withhold 22,514 shares from Gregory S. Karawan?

Genworth withheld 22,514 common shares from Karawan to satisfy tax withholding obligations tied to his vested Performance Stock Units. The shares were valued at $8.46 each, reflecting a tax-withholding disposition rather than an open-market sale of his personal holdings.

How many Genworth (GNW) shares does Gregory S. Karawan now hold directly and indirectly?

Following these transactions, Karawan directly held 383,121 Genworth common shares. He also indirectly held 4,738.157 shares through a 401(k) plan, reflecting retirement-related ownership distinct from his directly held equity stake in the company.

When will Gregory S. Karawan’s new Genworth (GNW) RSUs vest?

The newly granted 68,571 Restricted Stock Units will vest and convert to Genworth common stock in three equal annual installments. The vesting schedule begins on March 2, 2027, aligning the executive’s compensation with longer-term company performance and retention objectives.