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Voya Financial (VOYA) officer logs stock unit grants and tax share disposal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Voya Financial officer Rachel Tressy reported multiple equity compensation transactions. On February 17, 2026, she acquired 3,435 restricted stock units and 4,199 performance stock units as compensation awards, all at a stated price of $0.00 per unit.

She also exercised or converted existing derivative awards, including restricted and performance stock units, into shares of Voya common stock, increasing her direct common share holdings. In a separate transaction coded "F", she disposed of 1,069 shares of common stock at $74.39 per share to cover tax obligations related to these awards.

Footnotes state that restricted stock units generally convert into common stock on a one-for-one basis upon vesting and that performance stock units vest based on performance factors, with shares deliverable on February 20, 2029 ranging from 0% to 150% of the units granted, depending on actual performance.

Positive

  • None.

Negative

  • None.
Insider Tressy Rachel
Role See remarks.
Type Security Shares Price Value
Grant/Award Performance Stock Unit 4,199 $0.00 --
Exercise Performance Stock Unit 452 $0.00 --
Grant/Award Restricted Stock Units 3,435 $0.00 --
Exercise Restricted Stock Units 1,651 $0.00 --
Exercise Common Stock 452 $0.00 --
Exercise Common Stock 1,651 $0.00 --
Tax Withholding Common Stock 1,069 $74.39 $80K
Holdings After Transaction: Performance Stock Unit — 9,225 shares (Direct); Restricted Stock Units — 6,759 shares (Direct); Common Stock — 8,039 shares (Direct)
Footnotes (1)
  1. Delivery of the shares of the Company's common stock was made to the reporting person without the payment of any consideration in connection with the vesting of the underlying restricted and performance stock units that were awarded as compensation. The stock units will vest based on their respective award agreements. The number of shares of common stock that will be delivered for each performance stock unit depends on the achievement of certain performance factors. Depending on actual performance, the number of common stock delivered upon the vesting date (February 20, 2029) can range from 0% to 150% of the number presented above. The performance stock units were awarded as compensation and converted to common stock based on the achievement of certain performance factors. 1/3 of the restricted stock units will vest on February 16, 2027, 1/3 on February 18, 2025 and February 20, 2029. The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Tressy Rachel
(Last) (First) (Middle)
200 PARK AVENUE
(Street)
NEW YORK NY 10166
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Voya Financial, Inc. [ VOYA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See remarks.
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/17/2026 M 452 A $0(1) 8,039 D
Common Stock 02/17/2026 M 1,651 A $0(1) 9,690 D
Common Stock 02/17/2026 F 1,069 D $74.39 8,621 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Unit (2) 02/17/2026 A 4,199 (3) (3) Common Stock 4,199 $0 9,225 D
Performance Stock Unit (4) 02/17/2026 M 452 (4) (4) Common Stock 452 $0 8,773 D
Restricted Stock Units (2) 02/17/2026 A 3,435 (5) (5) Common Stock 3,435 $0 6,759 D
Restricted Stock Units (6) 02/17/2026 M 1,651 (6) (6) Common Stock 1,651 $0 5,108 D
Explanation of Responses:
1. Delivery of the shares of the Company's common stock was made to the reporting person without the payment of any consideration in connection with the vesting of the underlying restricted and performance stock units that were awarded as compensation.
2. The stock units will vest based on their respective award agreements.
3. The number of shares of common stock that will be delivered for each performance stock unit depends on the achievement of certain performance factors. Depending on actual performance, the number of common stock delivered upon the vesting date (February 20, 2029) can range from 0% to 150% of the number presented above.
4. The performance stock units were awarded as compensation and converted to common stock based on the achievement of certain performance factors.
5. 1/3 of the restricted stock units will vest on February 16, 2027, 1/3 on February 18, 2025 and February 20, 2029.
6. The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.
Remarks:
Executive Vice President, Chief Auditor
/s/ Julie Watson, Attorney-in-Fact 02/19/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Rachel Tressy report for Voya Financial (VOYA)?

Rachel Tressy reported equity compensation activity, including grants of restricted stock units and performance stock units, plus exercises of existing awards into common shares. She also reported a tax-related share disposition, all dated February 17, 2026, reflecting routine compensation and vesting activity.

How many restricted stock units did Rachel Tressy receive from Voya Financial (VOYA)?

She received 3,435 restricted stock units as a compensation grant. Footnotes explain that these restricted stock units convert into Voya common stock on a one-to-one basis upon vesting, with vesting dates specified in the underlying award agreements and spread across multiple future years.

What performance stock unit award did Rachel Tressy report at Voya Financial (VOYA)?

She reported a grant of 4,199 performance stock units as compensation. The eventual number of Voya common shares delivered on February 20, 2029 can range from 0% to 150% of this amount, depending on achievement of specified performance factors over the performance period.

Did Rachel Tressy dispose of any Voya Financial (VOYA) shares in this Form 4?

Yes. She disposed of 1,069 shares of Voya common stock in a transaction coded “F” at $74.39 per share. The filing describes this as delivering shares to satisfy tax liabilities associated with the vesting or exercise of equity compensation awards.

Are Rachel Tressy’s Voya Financial (VOYA) equity awards tied to future performance?

Yes. The performance stock units are explicitly tied to performance factors. The number of Voya shares ultimately delivered on February 20, 2029 can be between 0% and 150% of the initial performance stock units granted, depending on how those performance goals are achieved.

How do Rachel Tressy’s restricted stock units in Voya Financial (VOYA) vest?

Footnotes state that one-third of the restricted stock units vest on February 16, 2027, one-third on February 18, 2025, and one-third on February 20, 2029. Upon each vesting date, they convert into Voya common stock on a one-to-one basis.