Upton Jerome T 4

What Happened

• Jerome T. Upton, Chief Financial Officer of Genworth Financial (GNW), had 36,486 restricted stock units (RSUs) vest and convert to common stock on February 13, 2026. The company withheld 9,701 of those shares to satisfy tax withholding obligations, valued at $8.92 per share for a total withholding of $86,533. Net shares issued to Upton were 26,785 (36,486 vested − 9,701 withheld).
• The Form 4 shows the RSU conversion recorded as "exercise or conversion of derivative" (code M) and the withholding recorded as a tax withholding disposition (code F).

Key Details

• Transaction date: February 13, 2026; Filing date (Form 4): February 18, 2026 (appears to be filed after the 2-business-day window).
• Shares vested/converted: 36,486 RSUs → 36,486 common shares.
• Shares withheld for taxes: 9,701 shares at $8.92/share = $86,533.
• Net shares received by insider: 26,785 shares.
• Footnotes from the filing:
  • F1: RSUs settle 1:1 in common stock.
  • F2: Company withheld shares to satisfy the Reporting Person's tax withholding obligation for RSUs that vested on Feb 13, 2026.
  • F3: RSUs vested and converted to common stock on Feb 13, 2026.
• Shares owned after the transaction: Not specified in the information provided in this summary.
• Transaction codes: M = exercise/conversion of derivative (RSU conversion here); F = shares withheld to satisfy tax withholding.

Context

• This was not an open-market buy or sell for cash but a routine RSU vesting event with cashless withholding to cover taxes. Such withholdings are common and typically reflect tax obligations rather than insider sentiment about the stock. The filing date is after the typical 2-business-day Form 4 deadline for a Feb 13 transaction, which is notable for timeliness but does not change the substance of the award.