Voya Financial (NYSE: VOYA) executive awarded stock units and withholds shares for taxes

Rhea-AI Filing Summary

Voya Financial executive Michael Robert Katz reported multiple equity compensation transactions. On February 17, he received grants of 25,729 performance stock units and 21,051 restricted stock units at no cost, awarded as compensation. The performance stock units can ultimately deliver from 0% to 150% of this figure based on performance through February 20, 2029.

Katz also exercised or converted existing performance and restricted stock units into 3,349 and 9,549 shares of common stock, respectively. To cover tax obligations, 5,911 shares of common stock were disposed of at $74.39 per share through share delivery rather than an open-market sale. The restricted stock units are scheduled to vest in three equal installments in 2027, 2028, and 2029.

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^*

Katz Michael Robert

(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		3,349	A	$0(1)	43,445	D
Common Stock	02/17/2026		M		9,549	A	$0(1)	52,994	D
Common Stock	02/17/2026		F		5,911	D	$74.39	47,083	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		25,729		(3)	(3)	Common Stock	25,729	$0	68,961	D
Performance Stock Unit	(4)	02/17/2026		M			3,349	(4)	(4)	Common Stock	3,349	$0	65,612	D
Restricted Stock Units	(2)	02/17/2026		A		21,051		(5)	(5)	Common Stock	21,051	$0	42,049	D
Restricted Stock Units	(6)	02/17/2026		M			9,549	(6)	(6)	Common Stock	9,549	$0	32,500	D
Performance-Based Stock Options	(7)							(7)	(7)	Common Stock	35,587		35,587	D
Deferred Savings Plan Issuer Stock Units	(8)							(8)	(8)	Common Stock	863.532		863.532(9)	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 stock unit depends on the achievement of certain performance factors. Depending on actual performance, the number of shares 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 the conditions set forth in their respective agreements.

8. Each of these units represents a right to receive the cash value of one share of the company's common stock upon the reporting person's separation from the company. The reporting person may reallocate investments in the units to alternative investments in the future.

9. Includes dividends of 15.885 shares.

Remarks:

Executive Vice President, Chief Financial 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).
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FAQ

What did Voya Financial (VOYA) executive Michael Robert Katz report in this Form 4?

Michael Robert Katz reported several equity compensation transactions, including grants and vesting of performance stock units and restricted stock units, plus related tax share withholding. These changes reflect compensation awards and conversions into common stock rather than open-market share purchases or sales.

How many performance stock units did Michael Robert Katz receive from Voya Financial (VOYA)?

He received 25,729 performance stock units as a compensation award at no cost. The actual number of common shares delivered in 2029 will depend on performance, with potential payout ranging from 0% to 150% of the units reported in this filing.

What are the vesting terms of Michael Robert Katz’s Voya Financial (VOYA) restricted stock units?

The restricted stock units vest in three equal installments: one-third on February 16, 2027, one-third on February 15, 2028, and one-third on February 20, 2029. Upon vesting, they convert into common stock on a one-for-one basis, subject to the award agreements.

Did Michael Robert Katz sell Voya Financial (VOYA) shares in the open market?

The filing shows 5,911 shares of common stock disposed of at $74.39 per share to satisfy tax obligations through share delivery. This is characterized as payment of tax liability, not as a discretionary open-market sale initiated for portfolio or trading purposes.

How is the payout from Michael Robert Katz’s Voya Financial (VOYA) performance stock units determined?

The number of common shares delivered for each performance stock unit depends on achievement of specified performance factors. As disclosed, shares delivered on February 20, 2029 can range from 0% to 150% of the 25,729 units, depending on actual performance results.

What other equity-related holdings does Michael Robert Katz have at Voya Financial (VOYA)?

He holds performance-based stock options that vest under their respective agreements and deferred savings plan stock units. Each deferred unit represents the right to receive the cash value of one share of Voya common stock upon his separation, with flexibility to reallocate investments in the future.