Voya Financial (VOYA) officer sells 3,515 shares and reports equity awards

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Voya Financial, Inc. officer Tony D. Oh reported an open-market sale of 3,515 shares of common stock on February 20, 2026 at a weighted average price of $73.7849 per share. Following this transaction, his directly held common stock position reported in this filing was 0 shares.

As of the same date, he also held 12,784 performance stock units and 9,081 restricted stock units, which were awarded as compensation and will convert into common stock only if specified performance conditions are achieved.

Insider Trade Summary

Net Seller: 3,515 shares ($259,354)

Net Sell 3 txns

Insider Oh Tony D

Role See Remarks

Sold 3,515 shs ($259K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,515	$73.7849	$259K
holding	Performance Stock Unit	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Performance Stock Unit — 12,784 shares (Direct); Restricted Stock Units — 9,081 shares (Direct)

Footnotes (1)

This transaction was executed in multiple trades at prices ranging from $73.7801 to $73.810. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. The performance stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors. The restricted stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 04:10 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
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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^*

Oh Tony D

(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
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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)
Common Stock	02/20/2026		S		3,515	D	$73.7849⁽¹⁾	0	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)
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	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	12,784		12,784	D
Restricted Stock Units	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	9,081		9,081	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $73.7801 to $73.810. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

2. The performance stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.

3. The restricted stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.

Remarks:

Senior Vice President, Chief Accounting Officer and Controller

	/s/ Julie Watson, Attorney-in-Fact	02/23/2026
	** 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 did VOYA insider Tony D. Oh report in this Form 4 filing?

Tony D. Oh reported selling 3,515 shares of Voya Financial common stock in an open-market transaction. The sale occurred on February 20, 2026, and was executed in multiple trades within a narrow price range around $73.78 per share.

How many Voya Financial (VOYA) shares did the insider sell and at what price?

He sold 3,515 shares of Voya Financial common stock at a weighted average price of $73.7849 per share. The trades were executed between $73.7801 and $73.810, according to the detailed pricing disclosure in the footnotes.

What is Tony D. Oh’s reported common stock holding in VOYA after this transaction?

After the reported sale, Tony D. Oh’s directly held common stock position in this filing is listed as 0 shares. This figure reflects only this Form 4’s reported direct ownership and does not address any other potential indirect holdings.

What performance stock units does VOYA officer Tony D. Oh hold?

He holds 12,784 performance stock units awarded as compensation. These units will convert into Voya Financial common stock only if specified performance factors are met, tying eventual share delivery to the company’s achievement of defined performance goals.

What restricted stock units in VOYA are reported for Tony D. Oh?

He holds 9,081 restricted stock units that were granted as compensation. These units convert into Voya Financial common stock based on achievement of certain performance factors, so their eventual value depends on meeting those predefined performance conditions.

How were the VOYA insider sale prices for Tony D. Oh’s Form 4 calculated?

The filing states the transaction was executed in multiple trades between $73.7801 and $73.810. The reported $73.7849 price is a weighted average sale price, with detailed per-trade information available on request to regulators or security holders.