Genworth (GNW) U.S. Life CEO gets RSUs, exercises and withholds shares

Rhea-AI Filing Summary

Genworth Financial executive Jamala M. Arland, President & CEO of U.S. Life Insurance, reported several equity-related transactions. She acquired 82,286 Restricted Stock Units at no cost, which settle into common stock on a 1:1 basis and vest in three equal installments beginning on March 2, 2027. She also acquired 24,959 shares of common stock through the exercise or conversion of a derivative security, and then disposed of 11,257 shares of common stock to cover tax withholding obligations tied to Performance Stock Units that vested on March 2, 2026. After these transactions, she directly owned 101,657 shares of Genworth 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^*

Arland Jamala M.

(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)
	Pres. & CEO, U.S. Life Ins.

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		24,959(1)	A	$0	112,914	D
Common Stock	03/02/2026		F		11,257(2)	D	$8.46	101,657	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	(3)	03/02/2026		A		82,286		(4)	(4)	Common Stock	82,286	$0	82,286	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.
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FAQ

What insider transactions did Jamala M. Arland report for Genworth Financial (GNW)?

Jamala M. Arland reported multiple equity transactions, including a grant of Restricted Stock Units, an exercise of derivative securities into common stock, and a share disposition to cover tax withholding obligations related to vested Performance Stock Units, all dated March 2, 2026.

How many Restricted Stock Units did Jamala M. Arland receive from Genworth Financial (GNW)?

She received 82,286 Restricted Stock Units at no purchase price. These units settle into Genworth common stock on a 1:1 basis and are scheduled to vest and convert into stock in three equal installments beginning on March 2, 2027, subject to continued conditions.

What common stock did Jamala M. Arland acquire in the latest Genworth (GNW) Form 4?

She acquired 24,959 shares of Genworth common stock through the exercise or conversion of a derivative security. This transaction was coded “M,” indicating an exercise or conversion rather than an open-market purchase, and increased her direct common stock holdings before tax-related dispositions.

Why did Jamala M. Arland dispose of Genworth Financial (GNW) shares in this filing?

She disposed of 11,257 shares of Genworth common stock in a transaction coded “F.” The company withheld these shares to satisfy tax withholding obligations arising from Performance Stock Units that fully vested and settled in common stock on March 2, 2026.

What is Jamala M. Arland’s Genworth (GNW) share ownership after these transactions?

Following the reported transactions, Jamala M. Arland directly owned 101,657 shares of Genworth common stock. This figure reflects the exercise of derivative securities into common stock and the tax-withholding share disposition related to vested Performance Stock Units.

How do Jamala M. Arland’s Restricted Stock Units in Genworth (GNW) convert to common stock?

The Restricted Stock Units settle into Genworth common stock on a 1:1 basis. According to the disclosure, these RSUs vest and convert into common shares in three equal installments starting on March 2, 2027, providing a structured future equity delivery schedule.

What are the Performance Stock Units mentioned in Genworth (GNW) insider filing?

The filing notes Performance Stock Units granted on February 16, 2023, that fully vested on March 2, 2026. They settled into Genworth common stock on a 1:1 basis, and the company withheld some resulting shares to cover Jamala M. Arland’s associated tax withholding obligations.