DERSE NATALIE MARIE 4

4 · Gen Digital Inc. · Filed May 5, 2026

AI-generated summary of this filing

Updated May 5, 2026

Gen Digital (GEN) CFO Natalie Derse Receives 243,878-Share Award

What Happened

Natalie Marie Derse, Chief Financial Officer of Gen Digital (GEN), had 243,878 performance-based restricted stock units (PRUs) vest, which converted into common shares with a reported value of $4,787,325 (243,878 × $19.63). The company withheld shares to satisfy tax withholding: 131,646 PRU shares (valued at $2,584,211) plus an earlier RSU withholding of 42,437 shares (valued at $822,005). With respect to the PRU vesting, the net shares delivered to Derse were 112,232 (243,878 vested − 131,646 withheld). The withheld shares were not sales but tax-withholdings.

Key Details

Dates and prices:
- 2026-05-01: 42,437 shares withheld for tax (RSUs) at $19.37 — $822,005 (F)
- 2026-05-04: 243,878 PRUs vested/converted (exercise/conversion) at $19.63 — $4,787,325 (M/A)
- 2026-05-04: 131,646 PRU shares withheld for tax at $19.63 — $2,584,211 (F)
Net shares received from PRU vesting: 112,232 common shares (243,878 − 131,646).
Total shares withheld for taxes across the filings: 174,083 shares (value ≈ $3.41M).
Footnotes: F1/F2 indicate withheld shares were used solely to satisfy income tax withholding (not open-market sales). F3: PRU payout was 178% of target; original award was 137,010 PRUs (granted 5/10/2023), with a performance period ending 4/3/2026.
Filing was submitted on 2026-05-05 for transactions occurring 2026-05-01 and 2026-05-04 (timely under Form 4 rules).

Context

These transactions reflect compensation vesting (performance-based RSUs converting to shares), not an open-market purchase or sale — withheld shares are a standard net-settlement tax withholding mechanism.
The PRU payout was based on two equally weighted metrics (total shareholder return and bookings growth & non-GAAP operating margin), resulting in a 178% payout of the target award.
For retail investors: awards increase an insider’s stake as part of pay and often reflect achieved performance goals; they are informative about compensation and performance outcomes but do not necessarily signal the insider making a discretionary market buy or sell.

Form 4

Period: 2026-05-01

CFO

Transactions

Tax Payment
Common Stock
[F1]
2026-05-01$19.37/sh−42,437$822,005→ 414,241 total
Exercise/Conversion
Common Stock
2026-05-04$19.63/sh+243,878$4,787,325→ 658,119 total
Tax Payment
Common Stock
[F2]
2026-05-04$19.63/sh−131,646$2,584,211→ 526,473 total
Award
Performance-based Restricted Stock Units (PRUs)
[F3]
2026-05-04+243,878→ 243,878 total
→ Common Stock (243,878 underlying)
Exercise/Conversion
Performance-based Restricted Stock Units (PRUs)
[F3]
2026-05-04−243,878→ 0 total
→ Common Stock (243,878 underlying)

Footnotes (3)

[F1]Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale.
[F2]Represents shares withheld by the issuer to satisfy the reporting person's income tax withholding and remittance obligations in connection with the net settlement of the Performance-based Restricted Stock Units ("PRUs") and does not represent a sale.
[F3]The Participant received a grant of PRUs which vested based on the Issuer's achievement of two equally weighted metrices: target total shareholder return (TSR) and target bookings growth and non-GAAP operating margin performance (BGOM), over a performance period of three years. The potential payout ranged from 0% to 200% and the final determination was certified by the Issuer's Compensation and Leadership Development Committee. The initial award of 137,010 shares of PRUs was granted on May 10, 2023, the performance period ended on April 3, 2026 and the performance criteria was subsequently determined to have been met at 178% of the target, resulting in the vesting of 243,878 PRU shares.

Signature

/s/ Whitney Clark, as attorney-in-fact for Natalie Derse|2026-05-05

1 file