Genworth (GNW) risk chief gets RSU award, exercises PSUs and withholds shares

Rhea-AI Filing Summary

Genworth Financial’s EVP and Chief Risk Officer Mark Blakeley Hodges reported equity-related transactions. He acquired 45,714 Restricted Stock Units at $0.0000 per unit, which settle into common stock on a 1:1 basis and vest in three equal installments beginning on March 2, 2027.

He also acquired 49,918 shares of Common Stock through the exercise and settlement of previously granted Performance Stock Units that fully vested on March 2, 2026. To satisfy tax withholding on these vested units, 22,514 shares of Common Stock were disposed of at $8.4600 per share. Following these transactions, he directly owned 166,515 shares of Common Stock and indirectly held 4,532.6110 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^*

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)
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	189,029	D
Common Stock	03/02/2026		F		22,514(2)	D	$8.46	166,515	D
Common Stock								4,532.611	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		45,714		(4)	(4)	Common Stock	45,714	$0	45,714	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 awards did GNW executive Mark Blakeley Hodges receive in this Form 4?

Mark Blakeley Hodges received 45,714 Restricted Stock Units at $0.0000 per unit. These RSUs settle into common stock on a 1:1 basis and vest in three equal installments beginning on March 2, 2027, increasing his potential future share ownership.

How many Genworth (GNW) shares did Hodges acquire from vested Performance Stock Units?

Hodges acquired 49,918 shares of Common Stock through the exercise and settlement of Performance Stock Units. These units were granted earlier, fully vested on March 2, 2026, and were settled in Genworth common stock on a 1:1 basis, boosting his direct share position.

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

He disposed of 22,514 shares of Common Stock at $8.4600 per share to cover tax withholding obligations. The shares were withheld by the company in connection with Performance Stock Units that vested on March 2, 2026, rather than sold in an open-market transaction.

What is Mark Blakeley Hodges’ Genworth (GNW) share ownership after these transactions?

After the reported transactions, Hodges directly owned 166,515 shares of Genworth common stock. He also indirectly held an additional 4,532.6110 shares through a 401(k) plan, reflecting both his long-term incentive awards and retirement-plan holdings.

How do the new Restricted Stock Units for GNW’s Hodges vest and settle?

The 45,714 Restricted Stock Units granted to Hodges settle in common stock on a 1:1 basis. They vest and convert into common stock in three equal installments, beginning on March 2, 2027, aligning compensation with multi-year performance and retention.

What types of insider transactions are shown in this Genworth (GNW) Form 4?

The Form 4 shows a grant of RSUs, an exercise of Performance Stock Units into 49,918 common shares, and a tax-withholding share disposition of 22,514 shares. It also reports indirect holdings of common stock through a 401(k) plan.