Genworth (NYSE: GNW) EVP nets stock from RSU vesting

Rhea-AI Filing Summary

Genworth Financial EVP and Chief HR Officer Melissa Hagerman reported equity award activity related to restricted stock units (RSUs). On February 26, 2026, RSUs vested and converted into Common Stock on a 1:1 basis, increasing her direct holdings.

To cover tax withholding on the vested RSUs, the company withheld shares of Common Stock at a price of $8.62 per share, recorded as tax-withholding dispositions rather than open-market sales. After these exercises, conversions, and withholdings, Hagerman continued to hold Common Stock directly.

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^*

Hagerman Melissa

(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 HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		M		21,716	A	(1)	169,995	D
Common Stock	02/26/2026		F		6,537(2)	D	$8.62	163,458	D
Common Stock	02/26/2026		M		23,441	A	(1)	186,899	D
Common Stock	02/26/2026		F		7,056(2)	D	$8.62	179,843	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)	02/26/2026		M			21,716	(3)	(3)	Common Stock	21,716	$0	21,716	D
Restricted Stock Units	(1)	02/26/2026		M			23,441	(3)	(3)	Common Stock	23,441	$0	46,882	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 26, 2026.

3. Restricted Stock Units vested and converted to Common Stock on February 26, 2026.

Remarks:

	/s/ Jasmine E. Taylor, by power of attorney	02/27/2026
	** 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 GNW executive Melissa Hagerman report on this Form 4?

Melissa Hagerman reported RSUs vesting and converting into Genworth Common Stock, along with share withholdings to cover tax obligations. These transactions reflect routine equity compensation activity, not open-market purchases or sales, and leave her continuing to hold Common Stock directly after settlement.

Were the Genworth (GNW) insider transactions open-market buys or sells?

The reported Genworth transactions were not open-market buys or sells. RSUs vested and converted into Common Stock, and the company withheld shares at $8.62 per share solely to satisfy tax withholding obligations tied to that vesting event, according to the Form 4 disclosures.

How do the restricted stock units in this GNW Form 4 convert into shares?

The restricted stock units convert into Genworth Common Stock on a 1:1 basis. On February 26, 2026, these RSUs vested and automatically settled into Common Stock, reflecting standard equity compensation mechanics for the reporting executive as described in the Form 4 footnotes.

Why were Genworth (GNW) shares withheld in Melissa Hagerman’s Form 4 filing?

Genworth withheld shares of Common Stock to satisfy Melissa Hagerman’s tax withholding obligations on RSUs that vested on February 26, 2026. This is recorded as a tax-withholding disposition and is distinct from discretionary selling of shares into the open market.

Does this Genworth Form 4 indicate a change in Melissa Hagerman’s ownership type?

The Form 4 shows Melissa Hagerman’s ownership as direct for both RSUs and Common Stock. The transactions involve vesting, conversion, and tax withholding, but do not shift shares into indirect entities such as trusts or partnerships, based on the disclosed ownership and footnotes.

What role does Melissa Hagerman hold at Genworth Financial (GNW) in this Form 4?

Melissa Hagerman is identified as Executive Vice President and Chief Human Resources Officer. The Form 4 reports her equity compensation activity, including RSU vesting into Genworth Common Stock and related tax-withholding share dispositions, all held in her direct ownership capacity.