Hodges Mark Blakeley 4

What Happened

• Mark Blakeley Hodges, EVP and Chief Risk Officer of Genworth Financial (GNW), had 21,892 restricted stock units (RSUs) vest and convert into common stock on Feb 13, 2026. To satisfy withholding taxes, the company withheld 7,284 shares at $8.92 per share, totaling $64,973. Net shares delivered to Hodges were 14,608 (21,892 vested − 7,284 withheld). The gross value of the vested shares was roughly $195,300 using the $8.92 share price.

Key Details

• Transaction date: February 13, 2026 (reported on Form 4 filed February 18, 2026).
• What occurred: RSU vesting/derivative conversion (code M) and share withholding for taxes (code F).
• Withholding: 7,284 shares withheld at $8.92/share = $64,973.
• Shares received net: 14,608 common shares.
• Footnotes: F1–F3 state RSUs settle 1:1 into common stock, the withholding satisfied tax obligations for the RSUs that vested on Feb 13, 2026, and the RSUs vested and converted on that date.
• Filing timing: Form 4 was filed Feb 18, 2026 reporting a Feb 13 transaction — later than the usual 2-business-day window for Form 4s.

Context

• This was a routine RSU vesting event, not an open-market purchase or a voluntary sale. The withheld shares represent a tax-withholding disposition to the company, not a signal of active selling into the market. Conversions of RSUs to shares are common compensation events for executives and do not involve out-of-pocket purchase price.