Upton Jerome T 4

4 · GENWORTH FINANCIAL INC · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Genworth (GNW) CFO Jerome Upton Receives RSUs; Shares Withheld

What Happened

Jerome T. Upton, Chief Financial Officer of Genworth Financial, had restricted stock units (RSUs) vest and convert into 80,937 shares of GNW common stock on February 26, 2026. To satisfy tax withholding, the company withheld 21,963 shares at $8.62 per share (total withholding ≈ $189,321), leaving a net delivery of 58,974 shares to Mr. Upton.
The filing reflects the RSU settlement/conversion (reported as derivative exercises) and the related share-for-tax withholding; this is a routine equity award settlement, not an open-market sale or purchase.

Key Details

Transaction date: 2026-02-26; filing date: 2026-02-27 (timely).
Shares converted from RSUs: 43,431 and 37,506 (total 80,937).
Shares withheld for taxes: 11,548 and 10,415 (total 21,963) at $8.62/share; cash value ≈ $189,321.
Net shares delivered to insider after withholding: 58,974.
Footnotes: RSUs settle 1:1 into Common Stock; the withholding satisfied tax liabilities for the vested RSUs.
Shares owned after the transaction: not disclosed in the Form 4 excerpt provided.

Context

This was a standard RSU vesting and tax-withholding event (cashless settlement), not an open-market sale or purchase. Such award settlements are common compensation actions and do not by themselves indicate insider buying or selling intent.

Form 4

Period: 2026-02-26

EVP & Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-26+43,431→ 498,204 total
Tax Payment
Common Stock
[F2]
2026-02-26$8.62/sh−11,548$99,544→ 486,656 total
Exercise/Conversion
Common Stock
[F1]
2026-02-26+37,506→ 524,162 total
Tax Payment
Common Stock
[F2]
2026-02-26$8.62/sh−10,415$89,777→ 513,747 total
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-02-26−43,431→ 43,431 total
→ Common Stock (43,431 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-02-26−37,506→ 75,012 total
→ Common Stock (37,506 underlying)

Footnotes (3)

[F1]Restricted Stock Units settle in Common Stock on a 1:1 basis.
[F2]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.
[F3]Restricted Stock Units vested and converted to Common Stock on February 26, 2026.

Signature

/s/ Jasmine E. Taylor, by power of attorney|2026-02-27

1 file