Voya Financial (VOYA) executive Keshavan receives major PSU and RSU grants

Rhea-AI Filing Summary

Voya Financial executive Santhosh Keshavan reported multiple equity compensation transactions. On February 17, he was granted 19,829 performance stock units and 16,223 restricted stock units at no cost as part of his compensation.

The performance stock units can ultimately deliver between 0% and 150% of that 19,829 figure in common shares, based on performance through the vesting date of February 20, 2029. The restricted stock units vest in three equal installments on February 16, 2027, February 15, 2028, and February 20, 2029.

He also exercised or converted 4,722 performance stock units and 10,079 restricted stock units into common stock, and 6,988 common shares were withheld at $74.39 per share to cover taxes. Following these transactions, he continues to hold performance-based stock options covering 35,587 shares.

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^*

Keshavan Santhosh

(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		4,722	A	$0(1)	33,838	D
Common Stock	02/17/2026		M		10,079	A	$0(1)	43,917	D
Common Stock	02/17/2026		F		6,988	D	$74.39	36,929	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		19,829		(3)	(3)	Common Stock	19,829	$0	65,725	D
Performance Stock Unit	(4)	02/17/2026		M			4,722	(4)	(4)	Common Stock	4,722	$0	61,003	D
Restricted Stock Units	(2)	02/17/2026		A		16,223		(5)	(5)	Common Stock	16,223	$0	35,674	D
Restricted Stock Units	(6)	02/17/2026		M			10,079	(6)	(6)	Common Stock	10,079	$0	25,595	D
Performance-Based Stock Options	(7)							(7)	(7)	Common Stock	35,587		35,587	D

Explanation of Responses:

1. Delivery of shares of the company's common stock was made to the reporting person without the payment of ay 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. The options vest based on the conditions set forth in their respective agreements.

Remarks:

Executive Vice President, Chief Information Officer

	/s/ Julie Watson, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Voya (VOYA) executive Santhosh Keshavan receive?

Santhosh Keshavan received 19,829 performance stock units and 16,223 restricted stock units as compensation, both at no cost. These awards are tied to future performance and time-based vesting, potentially increasing his exposure to Voya Financial’s common stock over several years.

How do the new Voya (VOYA) performance stock units for Keshavan vest?

The 19,829 performance stock units vest based on specified performance factors through February 20, 2029. On that date, common shares delivered can range from 0% to 150% of the 19,829 units, depending entirely on how the underlying performance metrics are achieved.

What is the vesting schedule for Keshavan’s new Voya (VOYA) restricted stock units?

The 16,223 restricted stock units vest in three equal installments: one-third on February 16, 2027, one-third on February 15, 2028, and one-third on February 20, 2029. Each vested unit converts into one share of Voya Financial common stock at those dates.

Did Santhosh Keshavan sell any Voya (VOYA) shares in this Form 4 filing?

The filing shows 6,988 shares of common stock disposed of at $74.39 per share under code F. This reflects shares withheld to pay taxes related to equity vesting or exercises, rather than an open-market sale initiated for portfolio or liquidity reasons.

How many Voya (VOYA) performance-based stock options does Keshavan hold after these transactions?

After the reported transactions, Keshavan holds performance-based stock options covering 35,587 shares of Voya common stock. These options vest according to conditions set in their respective agreements, aligning potential future gains with meeting defined company performance criteria.

What derivative conversions to Voya (VOYA) common stock did Keshavan report?

Keshavan reported exercising or converting 4,722 performance stock units and 10,079 restricted stock units into common stock at a stated price of $0.00. These conversions increased his direct share ownership, subject to the separate tax-withholding share disposition also reported.