Genworth (GNW) CEO Form 4 shows 40,000-share sale and 5.1M+ shares owned

Rhea-AI Filing Summary

Genworth Financial Inc. reported an insider stock transaction by its President and CEO, who is also a director. On December 2, 2025, the reporting person sold 40,000 shares of Genworth common stock at a price of $8.64 per share. After this sale, the reporting person beneficially owned 5,107,444 shares directly and 89,456 shares indirectly through trusts for the benefit of his children.

The filing notes that earlier in the year, on May 30, 2025, a grantor retained annuity trust (GRAT) terminated, resulting in 419,534 shares moving into the reporting person’s direct ownership and 89,456 shares being transferred to children’s trusts. The form also allows for the indication that the transaction may have been made under a pre-arranged Rule 10b5-1 trading 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^*

McInerney Thomas J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO; Director

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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	12/02/2025		S		40,000	D	$8.64	5,107,444(1)	D
Common Stock								89,456(2)	I	Trusts for Children

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

Explanation of Responses:

1. Includes 419,534 shares that were transferred from the Reporting Person's grantor retained annuity trust (GRAT) to direct ownership upon termination of the GRAT on May 30, 2025.

2. Upon termination of the Reporting Person's GRAT on May 30, 2025, the remaining 89,456 shares were transferred to trusts for the benefit of his children.

Remarks:

	/s/ Michael J. McCullough, by power of attorney	12/04/2025
	** 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 transaction did Genworth Financial (GNW) report in this Form 4?

The President and CEO of Genworth Financial Inc., who is also a director, reported the sale of 40,000 shares of Genworth common stock on December 2, 2025 at a price of $8.64 per share.

How many Genworth (GNW) shares does the insider own after the reported sale?

Following the reported transaction, the insider beneficially owned 5,107,444 shares of Genworth common stock directly and 89,456 shares indirectly through trusts for his children.

What is the relationship of the reporting person to Genworth Financial (GNW)?

The reporting person is both a director and an officer of Genworth Financial Inc., serving as President and CEO as well as a member of the board.

Was a grantor retained annuity trust (GRAT) involved in the Genworth (GNW) insider holdings?

Yes. The explanation states that upon termination of the reporting person’s GRAT on May 30, 2025, 419,534 shares were transferred to his direct ownership and 89,456 shares were transferred to trusts for the benefit of his children.

Does this Genworth (GNW) insider filing mention Rule 10b5-1 trading plans?

The form includes a checkbox to indicate if a transaction was made under a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), though the excerpt does not show whether the box was checked.

Are there any derivative securities reported for this Genworth (GNW) insider?

The section for derivative securities is included in the form layout, but the provided table excerpt does not list any specific derivative transactions for this reporting person.