8-K

GENWORTH FINANCIAL, INC.

Date: October 12, 2023

/s/ Jerome T. Upton

Jerome T. Upton

Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

October 11, 2023

Date of Report

(Date of earliest event reported)

LOGO

GENWORTH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32195

80-0873306

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


6620 West Broad Street, Richmond, VA				23230
(Address of principal executive offices)				(Zip Code)

(804) 281-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.001 per share

GNW

NYSE (New York Stock Exchange)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

On October 11, 2023, Genworth Holdings, Inc. (“Holdings”), a direct wholly-owned subsidiary of Genworth Financial, Inc., commenced a solicitation of consents from the holders of record of its outstanding 6.500% Senior Notes due 2034 (the “2034 Notes”) to amend the Replacement Capital Covenant, dated as of November 14, 2006 (the “RCC”).

Holdings is proposing to amend the RCC in order to permit the repayment, redemption or repurchase of its 6.15% Fixed-to-Floating Rate Junior Subordinated Notes due 2066 (the “2066 Notes”) such that for each $1,000 principal amount of 2034 Notes repaid, redeemed or repurchased by Holdings on or after October 23, 2023, Holdings may repay, redeem or repurchase $2,000 principal amount of 2066 Notes (in addition to any repayments, redemptions or repurchases otherwise permitted pursuant to the RCC). A copy of the Consent Solicitation Statement, which is attached hereto as Exhibit 99.1, is incorporated by reference into this Item 7.01.

* * *

The information contained in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01

Financial Statements and Exhibits.

The following are furnished as exhibits to this Current Report on Form 8-K:


Exhibit Number		Description of Exhibit

99.1		Consent Solicitation Statement, dated October 11, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)