Karawan Gregory S. 4

What Happened

• Gregory S. Karawan, EVP and General Counsel of Genworth Financial (GNW), had 21,892 restricted stock units (RSUs) vest and convert into common stock on February 13, 2026.
• The company withheld 6,076 shares to satisfy tax withholding at $8.92 per share (total withheld value $54,198), leaving 15,816 shares issued to Karawan. This was a compensation vesting event (not an open-market buy or deliberate sale).

Key Details

• Date of transaction: February 13, 2026 (Form 4 filed Feb 18, 2026 — appears late relative to the typical 2-business-day requirement).
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld to cover taxes.
• Shares vested/converted: 21,892 RSUs → 21,892 common shares.
• Shares withheld for taxes: 6,076 @ $8.92 = $54,198. Remaining shares delivered to insider: 15,816.
• Footnotes: F1: RSUs settle 1:1 into common stock. F2: Company withheld shares to satisfy tax withholding. F3: RSUs vested and converted on Feb 13, 2026.
• Shares owned after the transaction: not specified in the provided filing excerpt.

Context

• This is a routine equity-compensation event (RSU vesting) rather than a market purchase or strategic sale. The withholding of shares to cover taxes is common and does not necessarily indicate insider sentiment. The filing shows the RSUs converted to shares and some were withheld for tax obligations (a cashless-style settlement for withholding).