Voya Financial (VOYA) insider reports equity grants, vesting and tax share disposal

Rhea-AI Filing Summary

Voya Financial insider Thompson Brannigan C reported equity compensation activity involving performance stock units, restricted stock units, and common shares. He received 14,965 performance stock units and 12,244 restricted stock units as compensation awards, with no cash paid for the grants.

Some previously awarded units were converted into common stock through derivative exercises, adding 793 and 4,925 common shares in separate transactions. To cover tax obligations tied to these equity events, 2,661 shares of common stock were disposed of at $74.39 per share. After these transactions, he directly owned 10,796 shares of Voya common stock. Footnotes state that performance unit payouts can range from 0% to 150% of the reported amount based on performance, with vesting dates extending to February 20, 2029, and restricted stock units vesting in three annual installments.

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

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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^*

Thompson Brannigan C

(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
	Officer (give title below)	X	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		793	A	$0(1)	8,532	D
Common Stock	02/17/2026		M		4,925	A	$0(1)	13,457	D
Common Stock	02/17/2026		F		2,661	D	$74.39	10,796	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		14,965		(3)	(3)	Common Stock	14,965	$0	32,465	D
Performance Stock Unit	(4)	02/17/2026		M			793	(4)	(4)	Common Stock	793	$0	31,672	D
Restricted Stock Units	(2)	02/17/2026		A		12,244		(5)	(5)	Common Stock	12,244	$0	26,368	D
Restricted Stock Units	(6)	02/17/2026		M			4,925	(6)	(6)	Common Stock	4,925	$0	21,443	D
Performance-Based Stock Options	(7)							(7)	(7)	Common Stock	3,617		3,617	D

Explanation of Responses:

1. Delivery of 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 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 15, 2028 and 1/3 on 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.

7. The options vest based on conditions set forth in their respective agreements.

Remarks:

Executive Vice President, Chief Human Resources Officer

	/s/ Julie Watson, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Thompson Brannigan C receive from Voya Financial (VOYA)?

Thompson Brannigan C received performance stock units and restricted stock units as compensation. The filing shows 14,965 performance stock units and 12,244 restricted stock units were granted with no cash consideration, forming part of his long-term incentive compensation in Voya Financial stock.

How do the Voya Financial (VOYA) performance stock units for Thompson Brannigan C vest?

The performance stock units vest based on achievement of specified performance factors. Footnotes state that shares delivered on February 20, 2029 can range from 0% to 150% of the 14,965 units reported, depending on how Voya Financial performs against those metrics.

What is the vesting schedule for Thompson Brannigan C’s restricted stock units at Voya (VOYA)?

The restricted stock units vest in three equal annual installments. According to the disclosure, one-third vests on February 16, 2027, one-third on February 15, 2028, and the final third on February 20, 2029, then convert into Voya common stock on a one-for-one basis.

Did Thompson Brannigan C sell any Voya Financial (VOYA) shares in this Form 4?

The filing shows 2,661 common shares were disposed of at $74.39 per share. Footnotes explain this was a tax-withholding transaction, where shares were delivered to satisfy tax liabilities related to equity awards rather than an open-market sale for investment purposes.

How many Voya Financial (VOYA) common shares does Thompson Brannigan C own after these transactions?

After the reported grants, conversions, and tax-withholding disposition, Thompson Brannigan C directly owns 10,796 shares of Voya Financial common stock. This figure reflects his direct ownership position following the February 17, 2026 equity compensation and related share deliveries.

What derivative holdings does Thompson Brannigan C have in Voya Financial (VOYA) after this Form 4?

The disclosure shows ongoing derivative holdings including performance stock units, restricted stock units, and performance-based stock options. For example, it lists 36,617 performance-based stock options remaining, which vest according to conditions in their respective award agreements specified in the footnotes.