Upton Jerome T 4

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.