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

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

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.

Positive

  • None.

Negative

  • None.
Insider Oh Tony D
Role See Remarks
Type Security Shares Price Value
Grant/Award Performance Stock Unit 2,873 $0.00 --
Exercise Performance Stock Unit 683 $0.00 --
Grant/Award Restricted Stock Units 3,511 $0.00 --
Exercise Restricted Stock Units 4,430 $0.00 --
Exercise Common Stock 683 $0.00 --
Exercise Common Stock 4,430 $0.00 --
Tax Withholding Common Stock 1,598 $74.39 $119K
Holdings After Transaction: Performance Stock Unit — 13,467 shares (Direct); Restricted Stock Units — 13,511 shares (Direct); Common Stock — 683 shares (Direct)
Footnotes (1)
  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. The stock units will vest based on their respective award agreement. 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 15, 2028 and 1/3 on 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*
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
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 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.