Heather Lavallee (NYSE: VOYA) granted PSUs, RSUs and withholds shares for tax

Rhea-AI Filing Summary

Voya Financial executive Heather H. Lavallee reported multiple equity compensation transactions dated February 17, 2026. She acquired 79,664 Performance Stock Units and 65,180 Restricted Stock Units at no cost as part of her compensation program.

Footnotes state the performance stock units vest on February 20, 2029, with actual common shares delivered ranging from 0% to 150% of the units based on performance. The restricted stock units vest in three equal installments in 2027, 2028 and 2029 and convert 1-for-1 into common stock at vesting. She also exercised or converted derivative awards into 15,117 and 41,399 shares of common stock and disposed of 26,990 shares at $74.39 per share to satisfy tax obligations. A deferred savings plan balance of 5,792.38 issuer stock units, representing a right to receive the cash value of common shares upon separation, was also reported.

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^*

Lavallee Heather H.

(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		15,117	A	$0(1)	91,542	D
Common Stock	02/17/2026		M		41,399	A	$0(1)	132,941	D
Common Stock	02/17/2026		F		26,990	D	$74.39	105,951	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		79,664		(3)	(3)	Common Stock	79,664	$0	267,215	D
Performance Stock Unit	(4)	02/17/2026		M			15,117	(4)	(4)	Common Stock	15,117	$0	252,098	D
Restricted Stock Units	(2)	02/17/2026		A		65,180		(5)	(5)	Common Stock	65,180	$0	150,319	D
Restricted Stock Units	(6)	02/17/2026		M			41,399	(6)	(6)	Common Stock	41,399	$0	108,920	D
Deferred Savings Plan Issuer Stock Units	(7)							(7)	(7)	Common Stock	5,792.38		5,792.38(8)	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. 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 these units to alternative investments in the future.

8. Includes dividends of 106.546 shares.

Remarks:

President and CEO

	/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.
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FAQ

What did Heather H. Lavallee report in this VOYA Form 4 filing?

Heather H. Lavallee reported equity compensation activity, including grants of performance stock units and restricted stock units, plus derivative exercises and a share disposition to cover taxes. These transactions increased her equity-based incentives while partially reducing common shares for tax withholding.

How many performance and restricted stock units did VOYA grant to Heather Lavallee?

She received 79,664 Performance Stock Units and 65,180 Restricted Stock Units at no cash cost as compensation. These units represent future rights to shares of Voya common stock, subject to performance conditions and time-based vesting schedules over several years.

What is the vesting schedule for Heather Lavallee’s VOYA stock unit awards?

Performance stock units vest on February 20, 2029, with payout tied to performance factors. Restricted stock units vest one-third on February 16, 2027, one-third on February 15, 2028, and one-third on February 20, 2029, then convert 1-for-1 into common stock upon vesting.

How many VOYA shares did Heather Lavallee dispose of for taxes and at what price?

She disposed of 26,990 shares of Voya common stock at $74.39 per share to satisfy tax liabilities associated with equity vesting. This was reported with transaction code “F,” indicating payment of tax or exercise costs by delivering shares rather than an open-market sale.

How do the VOYA performance stock units work for Heather Lavallee?

Each performance stock unit may deliver common shares on the February 20, 2029 vesting date, depending on performance. The filing states actual shares delivered can range from 0% to 150% of the number of units granted, directly linking her potential payout to performance outcomes.

What are Heather Lavallee’s Deferred Savings Plan issuer stock units at VOYA?

She reported 5,792.38 Deferred Savings Plan issuer stock units. Each unit represents a right to receive the cash value of one share of Voya common stock upon her separation from the company, and she may reallocate these units into alternative investments in the future.