Kaduson equity awards at Voya Financial (NYSE: VOYA) detailed

Rhea-AI Filing Summary

Voya Financial reporting person Jay Kaduson received new equity compensation and had related share settlements. On February 17, 2026, Kaduson was granted 26,524 Performance Stock Units and 21,701 Restricted Stock Units at no cash cost as part of compensation awards. The performance units can convert into common stock on February 20, 2029, with the actual shares delivered ranging from 0% to 150% of 26,524 based on performance factors. One-third of the RSUs will vest on February 16, 2027, one-third on February 15, 2028, and one-third on February 20, 2029. Existing RSUs also converted into 17,675 shares of common stock on a 1-to-1 basis upon vesting, and 7,923 common shares were disposed of at $74.39 per share to satisfy tax withholding, leaving 9,752 common shares directly held afterward.

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^*

Kaduson Jay

(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
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		M		17,675	A	$0(1)	17,675	D
Common Stock	02/17/2026		F		7,923	D	$74.39	9,752	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		26,524		(3)	(3)	Common Stock	26,524	$0	68,105	D
Restricted Stock Units	(2)	02/17/2026		A		21,701		(4)	(4)	Common Stock	21,701	$0	74,726	D
Restricted Stock Units	(5)	02/17/2026		M			17,675	(5)	(5)	Common Stock	17,675	$0	57,051	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 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 common stock delivered upon the vesting date (February 20, 2029) can range from 0% to 150% of the number presented above.

4. 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.

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

Remarks:

Chief Executive Officer, Workplace Solutions

	/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 equity awards did Jay Kaduson receive in the Voya Financial (VOYA) Form 4?

Jay Kaduson received 26,524 performance stock units and 21,701 restricted stock units as compensation. These awards were granted at no cash cost and will vest or settle over several future dates based on time and performance conditions.

How do the performance stock units in the Voya Financial (VOYA) filing vest?

The 26,524 performance stock units will settle on February 20, 2029, based on performance factors. Shares actually delivered can range from 0% to 150% of 26,524, depending entirely on how those specified performance measures are achieved by that vesting date.

What is the vesting schedule for Jay Kaduson’s restricted stock units at Voya Financial (VOYA)?

Kaduson’s restricted stock units vest in three equal installments. One-third vests on February 16, 2027, another third on February 15, 2028, and the final third on February 20, 2029, converting into common stock on a one-for-one basis at each vesting date.

How many Voya Financial (VOYA) common shares were issued from RSUs in this Form 4?

A total of 17,675 restricted stock units converted into 17,675 shares of Voya Financial common stock. The footnotes explain that restricted stock units convert to common stock on a 1-to-1 basis upon vesting, reflecting compensation previously awarded to the reporting person.

Why were 7,923 Voya Financial (VOYA) common shares disposed of in this Form 4?

7,923 common shares were disposed of at $74.39 per share to satisfy tax withholding obligations. This disposition is recorded under transaction code F, indicating shares were delivered to cover taxes tied to the vesting and settlement of equity awards, not an open-market sale.

How many Voya Financial (VOYA) common shares does Jay Kaduson directly hold after these transactions?

After the tax-withholding disposition, Jay Kaduson directly holds 9,752 shares of Voya Financial common stock. This reflects the net position following the conversion of restricted stock units into common shares and the related shares delivered to cover tax liabilities.