Karawan Gregory S. 4

4 · GENWORTH FINANCIAL INC · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Genworth (GNW) EVP Gregory Karawan Receives RSU Award; Shares Withheld

What Happened

Gregory S. Karawan, EVP and General Counsel of Genworth Financial (GNW), had restricted stock units (RSUs) vest and convert into 52,460 shares of common stock on February 26, 2026 (27,144 + 25,316 shares).
To satisfy tax withholding on the vesting, the company withheld 14,559 shares (7,533 and 7,026 shares) and treated those withheld shares as disposed; the withholding was calculated at $8.62 per share, totaling $125,498 ($64,934 + $60,564).
These entries reflect an award/vesting and related tax-withholding transaction—not an open-market sale or a buy.

Key Details

Transaction date: 2026-02-26; Form filed: 2026-02-27 (filed next day, not late).
Shares vested/converted: 52,460 total (27,144 and 25,316).
Shares withheld for taxes (disposed): 14,559 total (7,533 and 7,026) at $8.62/share; cash withheld = $125,498.
Transaction codes: M = exercise/conversion of derivative (RSU vesting); F = payment of tax liability via share withholding.
Footnotes: F1: RSUs settle 1:1 into common stock. F2: Company withheld shares to satisfy tax withholding. F3: RSUs vested and converted on 2/26/2026.
Shares owned after the transaction: Not reported in the provided filing.

Context

This is a routine vesting and tax-withholding event: RSUs converted to shares and the company withheld a portion of those shares to pay taxes (a cashless withholding), which should not be interpreted the same way as an open-market sale by the insider.
No purchase or opportunistic sale was reported; the filing documents compensation vesting and required tax withholding.

Form 4

Period: 2026-02-26

EVP and General Counsel

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-26+27,144→ 344,960 total
Tax Payment
Common Stock
[F2]
2026-02-26$8.62/sh−7,533$64,934→ 337,427 total
Exercise/Conversion
Common Stock
[F1]
2026-02-26+25,316→ 362,743 total
Tax Payment
Common Stock
[F2]
2026-02-26$8.62/sh−7,026$60,564→ 355,717 total
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-02-26−27,144→ 27,145 total
→ Common Stock (27,144 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-02-26−25,316→ 50,633 total
→ Common Stock (25,316 underlying)

Holdings

Footnotes (3)

[F1]Restricted Stock Units settle in Common Stock on a 1:1 basis.
[F2]The Company withheld shares of Common Stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on February 26, 2026.
[F3]Restricted Stock Units vested and converted to Common Stock on February 26, 2026.

Signature

/s/ Jasmine E. Taylor, by power of attorney|2026-02-27

1 file