Voya Financial (VOYA) officer reports equity awards and tax share withholding

Rhea-AI Filing Summary

Voya Financial officer Trevor Ogle reported multiple equity compensation transactions. On February 17, 2026, he received grants of 19,523 Performance Stock Units and 15,973 Restricted Stock Units as compensation, which vest over time based on award agreements and performance conditions.

On the same date, certain performance and restricted stock units were converted into common shares, including 4,250 and 9,192 common shares delivered at no cash cost to him. Separately, 4,906 common shares were withheld at $74.39 per share to cover tax obligations. Ogle also holds common stock indirectly through automatic contributions to a 401(k) plan.

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^*

Ogle Trevor

(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		4,250	A	$0(1)	12,820	D
Common Stock	02/17/2026		M		9,192	A	$0(1)	22,012	D
Common Stock	02/17/2026		F		4,906	D	$74.39	17,106	D
Common Stock								6,450.7613(2)	I	By 401(k) Plan

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	(3)	02/17/2026		A		19,523		(4)	(4)	Common Stock	19,523	$0	66,116	D
Performance Stock Unit	(5)	02/17/2026		M			4,250	(5)	(5)	Common Stock	4,250	$0	61,866	D
Restricted Stock Units	(3)	02/17/2026		A		15,973		(6)	(6)	Common Stock	15,973	$0	33,988	D
Restricted Stock Units	(7)	02/17/2026		M			9,192	(7)	(7)	Common Stock	9,192	$0	24,796	D
Performance-Based Stock Options	(8)							(8)	(8)	Common Stock	0		0	D

Explanation of Responses:

1. Delivery of the 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. Includes automatic semi-monthly contributions to the reporting person's 401(k).

3. The stock units will vest based on their respective award agreements.

4. The number of common stock that will be delivered for each performance 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.

5. The performance stock units were awarded as compensation and converted to common stock based on the achievement of certain performance factors.

6. 1/3 of the restricted stock units will vest on February 16, 2027, 1/3 on February 15, 2028 and 1/3 February 20, 2029.

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

8. The options vest based on conditions set forth in their respective agreements.

Remarks:

Executive Vice President, Chief Legal 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 insider transactions did Voya Financial (VOYA) officer Trevor Ogle report?

Trevor Ogle reported equity compensation activity involving performance stock units, restricted stock units, and common stock. He received new PSU and RSU awards, had prior awards convert into common shares, and had some common shares withheld to satisfy tax liabilities related to these vestings.

How many new equity awards did Trevor Ogle receive at Voya Financial (VOYA)?

He received 19,523 Performance Stock Units and 15,973 Restricted Stock Units as compensation. These awards vest over time under their respective award agreements, with performance stock units tied to performance factors and restricted stock units vesting on scheduled future dates.

Were Trevor Ogle’s Voya Financial (VOYA) transactions open-market buys or sells?

The filing shows no open-market buys or sells. Common shares were delivered at no cash cost upon vesting of stock units, while 4,906 shares were disposed solely to cover tax liabilities through share withholding rather than discretionary selling in the market.

What are the vesting terms for Trevor Ogle’s Voya Financial restricted stock units?

Footnotes state one-third of the restricted stock units vest on February 16, 2027, one-third on February 15, 2028, and one-third on February 20, 2029. Upon vesting, the restricted stock units convert to common stock on a one-for-one basis.

How do performance stock units work in Trevor Ogle’s Voya Financial (VOYA) filing?

The number of common shares delivered for each performance unit depends on performance factors. On the vesting date of February 20, 2029, shares delivered can range from 0% to 150% of the stated performance stock unit amount, depending on actual performance outcomes.

Does Trevor Ogle have indirect ownership of Voya Financial (VOYA) shares?

Yes. The filing shows indirect ownership of common stock through a 401(k) plan. Footnotes explain the amount includes automatic semi-monthly contributions to his 401(k), indicating ongoing accumulation of Voya Financial shares within that retirement account structure.