DERSE NATALIE MARIE 4

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.