McInerney Thomas J 4

What Happened

• Thomas J. McInerney, President & CEO and Director of Genworth Financial (GNW), had 665,574 Performance Stock Units (PSUs) vest and be converted to common shares on March 2, 2026. The company settled the PSUs on a 1:1 basis (665,574 shares acquired; exercise price $0.00).
• To satisfy the tax withholding obligation, 304,135 of those shares were withheld/disposed at an effective price of $8.46 per share, resulting in shares withheld valued at approximately $2,572,982.
• Net shares retained by McInerney from the vesting event: 361,439 shares (665,574 acquired minus 304,135 withheld). This is a routine equity award vesting and tax-withholding transaction, not an open-market sale.

Key Details

• Transaction dates: March 2, 2026 (transactions reported in Form 4 filed March 3, 2026).
• Codes: M = exercise/conversion of derivative (PSU conversion); F = payment of exercise price or tax liability (share withholding).
• Shares acquired (vested/settled): 665,574 at $0.00 per share.
• Shares withheld/disposed for taxes: 304,135 at $8.46 per share; proceeds (value withheld) ≈ $2,572,982.
• Net shares retained after withholding: 361,439.
• Footnotes: F1 — PSUs granted Feb 16, 2023 and fully vested Mar 2, 2026, settled 1:1 in common stock. F2 — Company withheld shares to satisfy tax withholding on vested PSUs.
• Filing timeliness: Form 4 filed on March 3, 2026 reporting the March 2 transaction (appears timely).

Context

• This was an award vesting (PSUs) and a routine cashless tax-withholding event, not an open-market sale or purchase. Withholding of shares to cover taxes is a common administrative step and does not necessarily indicate a discretionary sale by the insider.
• For retail investors, acquisitions via vested awards increase insider ownership, while withheld shares reflect tax obligations rather than a decision to liquidate holdings.