Hodges Mark Blakeley 4

What Happened

• Mark Blakeley Hodges, EVP and Chief Risk Officer of Genworth Financial (GNW), had Restricted Stock Units (RSUs) vest and convert to 40,469 shares of common stock on February 26, 2026. The company withheld 12,182 of those shares to satisfy tax withholding obligations, resulting in $105,009 withheld. Hodges received a net 28,287 shares after withholding. The RSU conversion entries are reported as derivative exercises (code M) and the withholding as payment of tax liability (code F).

Key Details

• Transaction date: February 26, 2026 (reported Feb 27, 2026).
• RSUs vested/converted: 21,716 + 18,753 = 40,469 shares (conversion reported at $0.00 per share for the derivative).
• Shares withheld for taxes: 6,537 + 5,645 = 12,182 shares at $8.62/share = $56,349 + $48,660 = $105,009 total.
• Net shares issued to Hodges after withholding: 40,469 − 12,182 = 28,287 shares.
• Footnotes: F1/F3 — RSUs settle 1:1 and vested/converted to common stock on Feb 26, 2026; F2 — company withheld shares to satisfy tax withholding.
• Filing timeliness: Reported the next day; no late filing indicated in the provided data.

Context

• This was an RSU vesting and conversion with cashless tax withholding (company retained shares to cover taxes), not an open‑market sale or a purchase. Such withholdings are routine and are used solely to satisfy payroll/tax obligations rather than indicating a directional trade by the insider.