gnw-20261106

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

November 6, 2026

Date of Report

(Date of earliest event reported)

___________________________________________________________

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.)

11011 West Broad Street, Glen Allen, Virginia

23060

(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):


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


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


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


o			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

Name of each exchange
on which registered

Common Stock, par value $.001 per share

GNW

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 o

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. o


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced by Genworth Financial, Inc. (the “Company”) on October 13, 2026, Darren W. Woodell, the Company’s Vice President and Controller (Principal Accounting Officer), notified the Company of his intention to resign to pursue a new opportunity, effective in early November 2026. On November 6, 2026, the Company accepted Mr. Woodell’s resignation, and the Company’s Board of Directors appointed Jerome T. Upton, the Company’s Executive Vice President and Chief Financial Officer (Principal Financial Officer) to serve as the Company’s interim Principal Accounting Officer, effective as of November 6, 2026. Mr. Upton will serve in this role until a new Principal Accounting Officer is appointed.

Mr. Upton’s compensatory arrangements will not change as a result of this appointment.

The information required by Item 5.02(c)(2) of Form 8‑K regarding Mr. Upton is reported in our Annual Report on Form 10-K filed on February 27, 2026 at Item 10 (Directors, Executive Officers and Corporate Governance). As previously announced on October 30, 2026, in connection with the retirement of Thomas J. McInerney, Mr. Upton will also serve as the Company’s President and Chief Executive Officer (Principal Executive Officer), effective as of January 1, 2027.

There are no arrangements or understandings between Mr. Upton and any other person pursuant to which Mr. Upton was appointed as Principal Accounting Officer. There are no family relationships between Mr. Upton and any director or executive officer of the Company. Mr. Upton does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GENWORTH FINANCIAL, INC.

Date: November 9, 2026	By:	/s/ Michael J. McCullough
		Michael J. McCullough
		Senior Vice President and Corporate Secretary