2025 Proxy Statement

Our Values in Action in 2024

Make it happen

Make it human

Capital Generation from Enact

Enact's strong performance and shareholder distributions continue to be an important source of cash flows to Genworth. Enact's quarterly dividends in 2024 delivered proceeds of $91 million to Genworth.

Further, Genworth received $198 million of capital returns from Enact through special dividends and share repurchases. Cumulatively, since its IPO, Enact has delivered a total shareholder retuof 91% as of December 31, 2024. Relative to the S&P 500's total retuof 38% over the same period, we believe that Enact creates significant value for Genworth shareholders.

Share Repurchase Program

Genworth's share repurchase program delivered strong shareholder value again in 2024 and is a key component of our capital management strategy. In October 2024, we surpassed the $500 million milestone in share repurchases, ultimately reaching approximately $590 million since our program's inception in May 2022 through March 31, 2025.

Associate Feedback Loops

As part of our commitment to workplace excellence, we expanded our associate feedback loops in 2024 to better understand what

we're doing well and where we have opportunities to improve. We enhanced our engagement pulse checks, asking a variety of cultural and associate experience questions three times a year, along with introducing a series of executive listening tours and focus groups to gather additional perspectives. To help benchmark Genworth against our peers, for the second year in a row, associates completed the Energage engagement survey, and their responses earned us national recognition as a USA Today Top Workplace and a Top Workplace for Compensation & Benefits, Innovation, Work-Life Flexibility, Purpose & Values, and Leadership. Our Richmond, Virginia and Stamford, Connecticut offices were also recognized as regional Top Workplaces. Across our feedback loops, we've seen participation rates far above industry benchmarks. Moving into 2025, we will use this data to make feedback-driven decisions as we continue to build an exceptional workplace.

Make it about othersMake it better

CareScout Quality Network

CareScout helps older adults and their families navigate the aging journey and find quality care. Through our CareScout Quality Network, a group of long-term care providers committed to delivering person-centered care, we're reframing quality as not just safety, but an experience that is dignified, connected, and fulfilling. Providers in the network offer special pricing so older adults and their families can find high-quality home care at lower rates.

After launching the CareScout Quality Network in 2023 for our long-term care insurance policyholders, the network expanded in 2024 to provide nationwide coverage and, as of December 31, 2024, included close to 500 credentialed home care providers. In 2025, we plan to add assisted living communities in statistically large metropolitan areas, offer network access to other long-term care insurers' policyholders, and introduce a direct-to-consumer offering in select states so more Americans with aging care needs can benefit from high-quality care at preferred pricing.

Enhancing the Customer Experience

In 2024, we made big strides in enhancing our customer-centric experience in the U.S. Life Insurance business, while also increasing our operational efficiency and leveraging data and technology more effectively. We converted our contact center to a cloud-based platform with redesigned Interactive Voice Response flows, intelligent routing, self-service integrations, and the ability to auto-identify callers. Since this launch, we've seen an increase in first-call resolutions and reduced call handle times. We also implemented the first phase of a 2.5 year-long initiative to consolidate five legacy administration platforms, enabling better service and addressing system obsolescence risks. Lastly, we began building out our Customer Experience Solutions Delivery organization and capabilities with the goal of ensuring we have the right talent, frameworks, and structure to help deliver the best end-to-end customer experience now and in the future.

Stockholder Letter from Chair

Dear Stockholder,

The Board of Directors invites you to attend the 2025 Annual Meeting of Stockholders of Genworth Financial, Inc. (the 2025 Annual Meeting), to be held virtually at 9 a.m. E.T. on May 22, 2025. You will be able to attend the meeting online, vote your shares electronically, and submit questions before or during the meeting viawww.virtualshareholdermeeting.com/GNW2025.

The 2025 Annual Meeting will include a report on our business operations, discussion and voting on the proposals set forth in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement, and discussion and voting on any other business matters properly brought before the meeting.

Whether or not you plan to attend the 2025 Annual Meeting, you can ensure your shares are represented by promptly submitting your proxy by telephone, internet, or completing, signing, dating, and returning your WHITE proxy card.

Strategic achievements in 2024

Genworth continued to build on its momentum in 2024, thanks to the hard work and dedication of our management team and workforce. We saw continued success with our multi-year rate action plan (MYRAP), securing significant rate action approvals on our oldest long-term care insurance (LTC) products and in historically challenging states. We expanded the CareScout Quality Network to nationwide coverage with home care providers and leveraged our significant LTC claims experience to develop and file CareScout's inaugural LTC insurance product ahead of our planned retuto the market in 2025. Lastly, we returned significant value to shareholders in 2024. Enact, which had a record year of adjusted operating income of $718 million in 2024, continued to deliver significant capital returns enabling strong execution of our share buyback program. We repurchased approximately $186 million of shares of our common stock and have $155 million remaining under the current authorization, as of December 31, 2024. The Board is proud of these key achievements and confident in Genworth's strategic path forward.

Listening to our stakeholders

As part of our continued efforts to engage our stakeholders, we continued our practice of off-season proxy engagement, offering to meet with the entities and individuals collectively representing approximately 60% of our shareholder base. Additionally, we completed a materiality assessment in 2024 to better understand the various views and expectations on how we support sustainability. The feedback from both of these efforts allows us to better understand the perspectives of our stakeholders and helps us to further refine our focus areas, strategic goals, and investments.

Furthering our commitment to strong governance

Genworth's strong governance framework ensures we have a culture of management accountability, which allows us to uphold our commitments and protect the interests of our stakeholders. Genworth's Directors bring an array of perspectives, skills, and deep expertise that is critical to supporting our growth strategy. We believe these qualities, combined with their unique lived experiences, enable the Board to provide informed strategic leadership and sound judgment. We have a strong, dynamic Board that is closely engaged in charting Genworth's and CareScout's next chapters.

To that end, I'm pleased to welcome Steven Van Wyk, who was elected to the Genworth Board of Directors on March 19. He brings extensive experience building information technology capabilities and leading technical organizations that will be a strong addition to our Board's collective skillset and experience. I'm confident that Steve's contributions will further enable our continued progress in returning value to shareholders.

2024 was another strong year of value creation for Genworth. I am proud of the company's achievements and excited for our future as we continue to deliver on our mission to empower more families to navigate the aging journey with confidence. Thank you for your continued support.

Cordially,

Non-Executive Chair of the Board

Stockholder Letter from CEO

Dear Stockholder,

2024 was a year of continued momentum in Genworth's work to empower families to navigate the aging journey with confidence. We delivered value for stockholders, employees, and policyholders while we built for the future and executed on our three strategic priorities.

First, we created significant shareholder value through our mortgage insurance subsidiary Enact's growing market value and capital returns. With cash flows driven by the continued strength of Enact's performance, we repurchased $186 million of Genworth shares of common stock outstanding year-to-date through December. We have employed a disciplined approach to repurchases, buying back shares at an average share price of $5.62, relative to the share price at December 31, 2024 of $6.99.

Second, we continued work to maintain self-sustaining, customer-centric legacy insurance companies. In 2024, we delivered $343 million of gross incremental long-term care insurance (LTC) premium increase approvals, bringing the net present value total achieved from in-force rate actions to an estimated $31.2 billion since our multi-year rate action plan (MYRAP) began in 2012. We also invested in the capabilities and technology platforms-like a suite of cloud-based contact center tools-that will enhance both our understanding of customer needs and their experience interacting with us.

Finally, we made significant strides in building our growth platform through CareScout Services. The CareScout Quality Network grew from 93 providers at the end of 2023 to almost 500 by year-end 2024. Over the course of the year, we saw increased adoption of the network from our US Life policyholders and remain confident in the offering providing an estimated $1.0 to $1.5 billion in claims savings to our US Life companies over time. We also reached a milestone in our CareScout Insurance offering, completing our initial product filing on our new product, which is designed with conservative assumptions to help meet the strong demand in the United States for aging care funding solutions. Looking at the marketplace morebroadly, the need for affordable, high-quality long-term care solutions in the U.S. has never been greater. As detailed in our annual Cost of Care report, the cost of long-term care services continues to increase across care types, with growing demand from the Baby Boomer generation and a shortage of healthcare workers. We believe public-private collaboration in the long-term care space is an integral pathway to reduce costs, and we encourage constructive dialogue between policymakers and private insurers to discuss this issue. Moving forward, Genworth will continue engaging with state and federal government leaders to advance responsible solutions that help more Americans access high-quality long-term care as they age.

2024 was a strong year for our company-and as always, our people underpin that success. Last summer, I was joined by company leadership to ring the opening bell at the New York Stock Exchange to celebrate the 20th anniversary of Genworth's IPO. It was a great moment to celebrate both the resilience and dedication that brought us to this milestone and the incredible opportunity ahead of us as we work to make the aging journey more dignified, connected, and fulfilling. I remain certain that we have the right talent and resources to deliver on our growth strategy and create even more value for our stakeholders for years to come.

Thank you for your continued investment and support of Genworth.

Sincerely,

Thomas J. McInerney

President and Chief Executive Officer

Notice of 2025 Annual Meeting of Stockholders

Voting Matters

Board VoteProposals

RecommendationFor Further Details

• 1.Election of Ten Directors Named in the Proxy Statement

  FOReach of thePage 18

  Board's nominees

• 2.Advisory Vote to Approve Named Executive Officer Compensation

  FOR

  Page 62

• 3.Approval of the 2025 Genworth Financial, Inc. Omnibus Incentive Plan

  FOR

  Page 104

• 4.Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for 2025

  FOR

  Page 110

• 5.Approval of an Amendment to the Amended and Restated Certificate of Incorporation of Genworth Holdings, Inc. to Remove "Pass-Through Voting" Provision

FOR

Page 114

Stockholders will also discuss and vote on such other business as may properly come before the 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") or any adjournment thereof.

How to Vote

In accordance with the U.S. Securities and Exchange Commission ("SEC") rule, we are furnishing this proxy statement ("Proxy Statement") and our Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Annual Report") to many of our stockholders solely over the internet. We believe that posting these materials on the internet enables us to provide stockholders with the information that they need more quickly. In addition, it lowers our costs of printing and delivering these materials and reduces the environmental impact of our 2025 Annual Meeting. The Notice of Internet Availability of Proxy Materials sent to many of our stockholders explains how to access the proxy materials online, vote online and obtain a paper copy of our proxy materials.

We urge our stockholders to participate in the 2025 Annual Meeting. Stockholders may vote by telephone, through the internet or by mailing your completed and signed WHITE proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee). Each share of Common Stock issued and outstanding as of the record date is entitled to one vote on each matter to be voted upon at our 2025 Annual Meeting. Your vote is important and we urge you to vote.

This Notice, the Proxy Statement and WHITE proxy card are first being made available or mailed to stockholders on or about April 7, 2025. The accompanying Proxy Statement is hereby incorporated by reference to this Notice.

Cordially,

Michael J. McCullough

Table of Contents

2024 Options Exercised and Stock Vested Table Pension Benefits

Non-Qualified Deferred Compensation

Potential Payments upon Termination or Change of Control

CEO Pay Ratio

2024 Pay Versus Performance Disclosure

PROPOSAL 3:Approval of the 2025 Genworth Financial, Inc. Omnibus Incentive Plan

Audit Matters

PROPOSAL 4:Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for 2025

Review and Engagement of Independent Registered Public

Accounting Firm

Approval of Audit and Non-Audit Services Auditor Fees

Report of the Audit Committee

Approval of an Amendment to Genworth Holdings, Inc.'s

Certificate of Incorporation

PROPOSAL 5:Approval of an Amendment to the Amended and Restated Certificate of Incorporation of Genworth Holdings, Inc. to Remove "Pass-Through Voting" Provision

Certain statements in this Proxy Statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements, including the risks and uncertainties set forth in our 2024 Annual Report for the year ended December 31, 2024. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Proxy Statement Summary

This summary highlights information about Genworth Financial, Inc. (the "company," "Genworth," "we," "our" and "us") and certain information contained elsewhere in this proxy statement ("Proxy Statement") for Genworth's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"). In this Proxy Statement, references to "U.S. Life Insurance" refer to both our Long-Term Care Insurance segment ("LTC") and our Life and Annuities segment. In addition, we reference both our CareScout services business ("CareScout Services") and CareScout insurance business ("CareScout Insurance"), collectively ("CareScout"). Lastly, we make reference to our subsidiary, Enact Holdings, Inc. ("Enact"). This summary does not contain all of the information that you should consider in making your voting decisions, and you should read the entire Proxy

Statement carefully before voting.

Meeting Information

Stockholders will be asked to vote on the following matters at the 2025 Annual Meeting:

Proposal 1. Election of Ten Directors Named in the Proxy Statement

FOReach of the Board's director nominees

Proposal 2. Advisory Vote to Approve Named Executive Officer Compensation

FOR

Page 62

Proposal 3. Approval of the 2025 Genworth Financial, Inc. Omnibus Incentive Plan

FOR

Page 104

Proposal 4. Ratification of the Selection of KPMG LLP as the Independent Registered Public Accounting Firm for 2025

FOR

Page 110

Proposal 5. Approval of an Amendment to the Amended and Restated Certificate of Incorporation of Genworth Holdings, Inc. to Remove "Pass-Through Voting" Provision

FOR

Page 114

Proxy Statement Summary

2024 Genworth Performance

2024 Strategic Priorities

• •Create shareholder value through Enact's growing market value and capital returns

• •Maintain self-sustaining, customer-centric legacy insurance companies, including LTC, life and annuity businesses

• •Drive future growth through CareScout with innovative, consumer-focused aging care services and funding solutions

2024 Performance Highlights by Business Area

Enact

• •Exceeded financial objectives, including its targets for adjusted operating income and adjusted retuon equity.

• •Non-financial objectives, including effective risk and pricing management, strong capital management and growth initiatives were at target.

U.S. Life Insurance

• •Exceeded our targets for in-force rate action ("IFA") approvals and premium rate actions filed on our legacy blocks of long-term care insurance in execution of our multi-year rate action plan ("MYRAP").

• •Exceeded the targets on LTC risk reduction through increasing Genworth Life Insurance Company's ("GLIC") policy level reduction elections and reducing GLIC's exposure to compound inflation.

• •Exceeded the targets for CareScout Services customer network matches.

• •Positioned the business for long-term sustainability through: (i) operational excellence in meeting performance goals; (ii) continued focus on customer experience; and (iii) services and solutions for new and existing customers.

Corporate and Other

• •Returned capital to stockholders through the repurchase of $186 million worth of our outstanding shares of common stock at an average price of $6.52 per share under our share repurchase program in 2024.

• •Reduced outstanding holding company debt to $790 million as of December 31, 2024 through opportunistic debt repurchases and continued to maintain the company's debt to capital ratio (excluding U.S. Life Insurance) below 25%.

• •Exceeded CareScout Services' goal for CareScout Services customer network matches and advanced the development of the CareScout Insurance business to help Americans afford long-term care.

• •Strengthened and expanded our focus on human capital through talent management and succession planning initiatives as well as inclusion and well-being and engagement programs, which led to the company again being recognized in national and local "Top Workplace" awards.

  Genworth Financial, Inc.

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Disclaimer

Genworth Financial Inc. published this content on April 07, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 07, 2025 at 12:36 UTC.