Upton Jerome T 4

What Happened Jerome T. Upton, Chief Financial Officer of Genworth Financial (GNW), had performance-based awards vest on March 2, 2026 and the awards were settled into common stock. The filing shows 83,196 shares acquired via exercise/conversion (code M) at $0.00 and 91,429 shares acquired as an award/settlement (code A) at $0.00. To satisfy tax withholding on the vested awards, 36,555 shares were withheld/disposed (code F) at $8.46 per share for a withholding value of $309,255. These actions reflect vesting and routine tax withholding rather than an open-market sale or purchase.

Key Details

• Transaction date: March 2, 2026 (reported March 3, 2026) — filing appears timely.
• Reported items: 83,196 shares acquired (exercise/conversion, $0.00); 91,429 shares granted/settled ($0.00); 36,555 shares withheld/disposed at $8.46 each = $309,255.
• Shares owned after transaction: not specified in this Form 4 filing.
• Notable footnotes:
  • F1: These were Performance Stock Units granted Feb 16, 2023 that fully vested Mar 2, 2026 and settled 1:1 in common stock.
  • F2: Company withheld shares to satisfy the Reporting Person’s tax withholding obligation for the vested PSUs.
  • F3/F4: Restricted Stock Units settle 1:1 and remaining RSUs vest in three equal installments beginning Mar 2, 2027.
• Filing timeliness: Period of report 2026-03-02; Form 4 filed 2026-03-03 (timely).

Context This was a vesting/settlement event (conversion of awards to shares) with shares withheld to cover taxes — a routine, administrative action often seen when equity awards vest. The withholding is not the same as an open-market sale and does not by itself indicate the insider’s view on the stock. If the insider later sells additional shares on the open market, those will appear in separate filings.