Voya Financial (VOYA) insider awarded PSUs and RSUs, with 294 units withheld for FICA

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Form Type

Rhea-AI Filing Summary

Voya Financial, Inc. insider Jacques M. Longerstaey reported equity compensation awards and a related tax withholding transaction. On February 17, 2026, he acquired 6,469 performance stock units and 5,293 restricted stock units at a price of $0.00 per unit as compensation grants.

The performance stock units will vest based on specified performance factors, with common shares deliverable on February 20, 2029 ranging from 0% to 150% of the 6,469 units depending on results. The restricted stock units vest in three equal installments on February 16, 2027, February 15, 2028, and February 20, 2029, and each will convert into one share of common stock upon vesting.

The filing also shows a tax-withholding disposition of 294 restricted stock units at $74.39 per share, described as shares used to satisfy FICA withholding for the reporting person. After this, Longerstaey directly held 4,999 restricted stock units.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Longerstaey Jacques M

Role Insider

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Unit	6,469	$0.00	--
Grant/Award	Restricted Stock Units	5,293	$0.00	--
Tax Withholding	Restricted Stock Units	294	$74.39	$22K

Holdings After Transaction: Performance Stock Unit — 6,469 shares (Direct); Restricted Stock Units — 5,293 shares (Direct)

Footnotes (1)

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 of (February 20, 2029) can range from 0% to 150% of the number presented above. 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 will convert to common stock on a 1 to 1 basis upon the vesting date. These shares are related to the FICA withholding for the reporting person.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 06:11 PM

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^*

Longerstaey Jacques M

(Last)

(First)

(Middle)

200 PARK AVENUE

(Street)

NEW YORK

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Unit	⁽¹⁾	02/17/2026		A		6,469		⁽²⁾	⁽²⁾	Common Stock	6,469	$0	6,469	D
Restricted Stock Units	⁽¹⁾	02/17/2026		A		5,293		⁽³⁾	⁽³⁾	Common Stock	5,293	$0	5,293	D
Restricted Stock Units	⁽⁴⁾	02/17/2026		F			294⁽⁵⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	294	$74.39	4,999	D

Explanation of Responses:

1. The stock units will vest based on their respective award agreements.

2. 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 of (February 20, 2029) can range from 0% to 150% of the number presented above.

3. 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.

4. The restricted stock units were awarded as compensation and will convert to common stock on a 1 to 1 basis upon the vesting date.

5. These shares are related to the FICA withholding for the reporting person.

Remarks:

Executive Vice President, Chief Risk Officer

	/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 Jacques M. Longerstaey report at Voya Financial (VOYA)?

Jacques M. Longerstaey reported equity compensation awards and a tax-related share withholding. He received performance stock units and restricted stock units, and had a small number of units withheld to cover FICA taxes, all recorded as derivative security transactions on February 17, 2026.

How many performance stock units did Jacques M. Longerstaey receive from Voya Financial (VOYA)?

He received 6,469 performance stock units as a compensation award. The actual number of Voya common shares ultimately delivered on February 20, 2029 will depend on performance, and can range from 0% to 150% of the 6,469 units originally granted.

What restricted stock unit grants did Jacques M. Longerstaey receive from Voya Financial (VOYA)?

He was granted 5,293 restricted stock units at no cost as compensation. These units vest in three equal installments on February 16, 2027, February 15, 2028, and February 20, 2029, and each vested unit converts into one share of Voya common stock.

Why were 294 Voya Financial (VOYA) restricted stock units disposed of in Jacques M. Longerstaey’s Form 4?

The 294 restricted stock units were disposed of to satisfy FICA withholding obligations. They are reported with transaction code F, meaning payment of tax liability by delivering securities, at a reported price of $74.39 per share, and are described as related to the reporting person’s FICA withholding.

What is the vesting schedule for Jacques M. Longerstaey’s Voya Financial (VOYA) restricted stock units?

One-third of the restricted stock units vest on February 16, 2027, one-third on February 15, 2028, and the final third on February 20, 2029. Upon each vesting date, the vested units convert into Voya common stock on a one-to-one basis.

When will Voya Financial (VOYA) deliver shares for Jacques M. Longerstaey’s performance stock units?

Voya will deliver common shares for the performance stock units on February 20, 2029, subject to performance. The number of shares actually delivered can range from 0% to 150% of the 6,469 units, depending on achievement of the specified performance factors.