Voya Financial (VOYA) officer reports equity grants and tax-related share disposal

Rhea-AI Filing Summary

Voya Financial, Inc. officer Tony D. Oh reported several equity compensation transactions. He received grants of performance stock units and restricted stock units that were awarded as compensation, with no cash paid for the shares delivered upon vesting and conversion.

The performance stock units can deliver between 0% and 150% of the units reported based on achievement of specified performance factors, with delivery scheduled on February 20, 2029. One-third of the restricted stock units will vest on February 16, 2027, one-third on February 15, 2028, and one-third on February 20, 2029, converting into common stock on a one-for-one basis.

Some derivative securities were exercised and converted into common stock, and 1,598 shares of common stock were disposed of at $74.39 per share to satisfy tax obligations through share withholding, leaving directly owned common shares as indicated in the filing.

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^*

Oh Tony D

(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		683	A	$0(1)	683	D
Common Stock	02/17/2026		M		4,430	A	$0(1)	5,113	D
Common Stock	02/17/2026		F		1,598	D	$74.39	3,515	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		2,873		(3)	(3)	Common Stock	2,873	$0	13,467	D
Performance Stock Unit	(4)	02/17/2026		M			683	(4)	(4)	Common Stock	683	$0	12,784	D
Restricted Stock Units	(2)	02/17/2026		A		3,511		(5)	(5)	Common Stock	3,511	$0	13,511	D
Restricted Stock Units	(6)	02/17/2026		M			4,430	(6)	(6)	Common Stock	4,430	$0	9,081	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 awareded as compensation.

2. The stock units will vest based on their respective award agreement.

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 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.

Remarks:

Senior Vice President, Chief Accounting Officer and Controller

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

What insider transactions did Tony D. Oh report for Voya Financial (VOYA)?

Tony D. Oh reported grants and conversions of performance stock units and restricted stock units into common stock, plus a tax-related share disposition. These equity awards were provided as compensation and involved no cash purchase by the officer for the shares delivered.

How do the performance stock units for Voya Financial (VOYA) vest and pay out?

The performance stock units vest based on achievement of specified performance factors, with delivery on February 20, 2029. Depending on actual performance, common stock delivered can range from 0% to 150% of the reported unit amount at the vesting date.

What is the vesting schedule for the restricted stock units reported by VOYA’s Tony D. Oh?

One-third of the restricted stock units vest on February 16, 2027, one-third on February 15, 2028, and one-third on February 20, 2029. Upon vesting, each restricted stock unit converts into one share of Voya Financial common stock.

Did Tony D. Oh buy or sell Voya Financial (VOYA) stock on the open market?

The filing shows equity compensation grants, derivative exercises, and a tax-withholding disposition, not open-market purchases or sales. Shares were delivered without cash consideration and some were withheld at $74.39 per share to cover tax obligations.

Why were 1,598 shares of Voya Financial (VOYA) common stock disposed of in this Form 4?

The 1,598 common shares were withheld and disposed of at $74.39 per share to pay exercise price or tax liabilities. This type of transaction typically reflects tax-withholding related to vested equity awards, rather than a discretionary open-market sale.

How were the restricted stock units for Voya Financial (VOYA) converted into common stock?

According to the disclosure, the restricted stock units were awarded as compensation and convert into common stock on a one-to-one basis when each tranche vests. No cash consideration is paid by the reporting person for these converted shares.