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[Form 4] Voya Financial, Inc. Insider Trading Activity

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Voya Financial insider Matthew Toms reported multiple equity compensation transactions involving performance stock units, restricted stock units, and common stock. On February 17, 2026, he was granted 29,499 performance stock units and 24,136 restricted stock units as compensation, with no cash consideration paid.

The performance stock units may vest on February 20, 2029, with common shares delivered between 0% and 150% of the units granted, depending on performance. The restricted stock units vest in three equal installments on February 16, 2027, February 15, 2028, and February 20, 2029, converting to common stock on a 1-to-1 basis.

He also exercised derivative awards, converting 2,576 and 11,346 units into common stock. Separately, 6,457 shares of common stock were disposed of at $74.39 per share to satisfy tax obligations associated with these awards.

Positive

  • None.

Negative

  • None.
Insider Toms Matthew
Role Insider
Type Security Shares Price Value
Grant/Award Performance Stock Unit 29,499 $0.00 --
Exercise Performance Stock Unit 2,576 $0.00 --
Grant/Award Restricted Stock Units 24,136 $0.00 --
Exercise Restricted Stock Units 11,346 $0.00 --
Exercise Common Stock 2,576 $0.00 --
Exercise Common Stock 11,346 $0.00 --
Tax Withholding Common Stock 6,457 $74.39 $480K
Holdings After Transaction: Performance Stock Unit — 64,672 shares (Direct); Restricted Stock Units — 48,939 shares (Direct); Common Stock — 21,002 shares (Direct)
Footnotes (1)
  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. The stock units will vest based on their respective award agreements. 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. The performance stock units were awarded as compensation and converted to common stock based on the achievement of certain performance factors. 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. The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
Toms Matthew
(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 2,576 A $0(1) 21,002 D
Common Stock 02/17/2026 M 11,346 A $0(1) 25,891 D
Common Stock 02/17/2026 F 6,457 D $74.39 14,545 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 29,499 (3) (3) Common Stock 29,499 $0 64,672 D
Performance Stock Unit (4) 02/17/2026 M 2,576 (4) (4) Common Stock 2,576 $0 62,096 D
Restricted Stock Units (2) 02/17/2026 A 24,136 (5) (5) Common Stock 24,136 $0 48,939 D
Restricted Stock Units (2) 02/17/2026 M 11,346 (6) (6) Common Stock 11,346 $0 37,593 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 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.
Remarks:
Chief Executive Officer, Investment Management
/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.
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