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Voya Financial (NYSE: VOYA) exec logs new stock awards

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Voya Financial, Inc. executive Thompson Brannigan C reported equity compensation-related transactions. On 2026-08-16, 1,645 Restricted Stock Units vested and converted into an equal number of shares of common stock delivered without payment of consideration, increasing direct stock holdings to 19,798 shares. On the same date, 730 shares of common stock at $100.14 per share were delivered or withheld to satisfy the exercise price or tax liability. Brannigan also continues to hold performance-based awards covering 31,672 underlying shares via Performance Stock Units and 3,617 underlying shares via Performance-Based Stock Options, each subject to vesting and performance conditions.

Positive

  • None.

Negative

  • None.
Insider Thompson Brannigan C
Role Insider
Type Security Shares Price Value
Exercise Restricted Stock Units F2 1,645 $0.00 $0.00
Exercise Common Stock F1 1,645 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 730 $100.14 $73K
holding Performance Stock Unit F3 -- -- --
holding Performance-Based Stock Options F4 -- -- --
Holdings After Transaction: Restricted Stock Units — 19,798 shares (Direct); Common Stock — 11,711 shares (Direct); Performance Stock Unit — 31,672 shares (Direct); Performance-Based Stock Options — 3,617 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. The restricted stock units were awarded as compensation and will convert to common stock on a 1 to 1 basis upon the vesting date.
  3. F3. The performance stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.
  4. F4. The options vest based on conditions set forth in their respective agreements.
RSUs converted to common stock 1,645 shares Restricted Stock Units converting to common stock on 2026-08-16
Direct common stock holdings after RSU conversion 19,798 shares Direct ownership of Voya common stock following the RSU-related transactions
Shares delivered/withheld for exercise price or tax liability 730 shares Common stock used to satisfy exercise price or tax liability on 2026-08-16
Per-share value for tax/exercise settlement $100.14 per share Per-share amount associated with 730-share payment of exercise price or tax liability
Underlying shares in Performance Stock Units 31,672 shares Common stock underlying outstanding Performance Stock Units held directly
Underlying shares in Performance-Based Stock Options 3,617 shares Common stock underlying outstanding Performance-Based Stock Options held directly
Total derivative exercise shares in period 1,645 shares Shares from derivative exercise/conversion as summarized in transactionSummary
Exercise-price-or-tax-liability shares in period 730 shares Shares used for payment of exercise price or tax liability as summarized in transactionSummary
Restricted Stock Units financial
"Delivery of shares of the company's common stock was made to the reporting person"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Unit financial
"The performance stock units were awarded as compensation and will convert"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
Performance-Based Stock Options financial
"The options vest based on conditions set forth in their respective agreements"
Payment of exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"

FAQ

What did VOYA executive Thompson Brannigan report in this Form 4?

Thompson Brannigan reported the vesting and conversion of 1,645 Restricted Stock Units into common stock, along with the withholding or delivery of 730 shares of Voya common stock to cover the exercise price or tax liability related to these equity awards.

How many VOYA common shares does Thompson Brannigan hold after these transactions?

Following the reported transactions, Thompson Brannigan directly holds 19,798 shares of Voya Financial common stock. This figure reflects the net position after the 1,645-share RSU conversion and the separate 730-share delivery or withholding for exercise price or tax obligations.

What equity awards in VOYA does Thompson Brannigan still have outstanding?

Brannigan continues to hold performance-based awards in Voya, including Performance Stock Units tied to 31,672 underlying shares of common stock and Performance-Based Stock Options linked to 3,617 underlying shares, all subject to vesting and performance conditions in their respective agreements.

What is the significance of the 730 VOYA shares at $100.14 in this Form 4?

The Form 4 reports 730 shares of Voya common stock, valued at $100.14 per share, delivered or withheld to pay the exercise price or tax liability associated with the equity award vesting, rather than representing an open-market sale or purchase transaction.

Were the VOYA transactions part of a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed, and no footnote states that the transactions were made under a trading plan. The reported activity reflects routine equity compensation vesting and related tax or exercise-price share delivery.

How did the RSUs in this VOYA filing convert into common stock?

The Restricted Stock Units were awarded as compensation and convert into Voya common stock on a 1-to-1 basis upon vesting. In this filing, 1,645 RSUs vested, and an equal number of common shares were delivered to Thompson Brannigan without payment of consideration.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Thompson Brannigan C

(Last)(First)(Middle)
200 PARK AVENUE

(Street)
NEW YORK NEW YORK 10166

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Voya Financial, Inc. [ VOYA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/16/2026M1,645(1)A$012,441D
Common Stock08/16/2026F730D$100.1411,711D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)08/16/2026M1,645 (2) (2)Common Stock1,645$019,798D
Performance Stock Unit(3) (3) (3)Common Stock31,67231,672D
Performance-Based Stock Options(4) (4) (4)Common Stock3,6173,617D
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 restricted stock units were awarded as compensation and will convert to common stock on a 1 to 1 basis upon the vesting date.
3. The performance stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.
4. 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-Fact08/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)