Voya Financial Inc SEC Filings

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.

Voya Financial insider Trevor Ogle reported an open-market sale of 8,536 shares of common stock at a weighted average price of $73.8134 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 16, 2025.

After this transaction, Ogle directly holds 8,570 common shares and indirectly holds 6,450.7613 common shares through a 401(k) plan. He also has 61,866 performance stock units that may convert to common stock based on performance, and 24,796 restricted stock units that convert to common stock on a 1-to-1 basis upon vesting.

Voya Financial, Inc. is offering a series of senior unsecured notes due 2036, to be fully guaranteed by Voya Holdings Inc., pursuant to a preliminary prospectus supplement dated February 23, 2026 and a shelf registration on Form S-3.

The notes will rank equally with Voya Financial’s other unsecured indebtedness, accrue interest semi-annually, and are redeemable at the company’s option as described in the prospectus supplement. Net proceeds are expected to be used for general corporate purposes, including possible repayment at maturity of $447 million of the company’s 3.65% Senior Notes due June 15, 2026.

Voya Financial filed a shelf registration on Form S-3 to register an indeterminate amount of securities to be offered from time to time after the effective date.

The shelf covers multiple classes of securities — debt securities, guarantees, common stock, preferred stock, depositary shares, warrants and units — and permits offerings by underwriting, direct sales, remarketing or other distribution methods described under "Plan of Distribution." The prospectus states proceeds will be used for general corporate purposes and that specific terms and any risk factors will be provided in prospectus supplements.

VOYA filing reports a proposed sale of 8,536 common shares via a Form 144 notice. The filing lists 2,661 performance shares and 5,875 restricted stock scheduled with an issuer designation, and shows a broker/dealer Morgan Stanley Smith Barney LLC and an execution date of 02/20/2026.

Voya Financial, Inc. files its annual report describing a diversified, capital-light financial services business focused on workplace retirement, investment management and employee benefits.

As of December 31, 2025, Voya had $1.1 trillion in total assets under management and administration and $6.7 billion in shareholders’ equity excluding AOCI and noncontrolling interests. For 2025, it reported $837 million of income before income taxes and $1,038 million of adjusted operating earnings before income taxes.

The Retirement segment generated $959 million of adjusted operating earnings before income taxes on $796.5 billion of AUM and AUA, while Investment Management earned $226 million (excluding Allianz’s noncontrolling interest) on $360.1 billion of AUM. Employee Benefits produced $152 million of adjusted operating earnings before income taxes with $3.6 billion of in-force premiums and fees and leading positions in stop-loss and supplemental health benefits.

Voya highlights an acquisition of the full-service retirement plan business of OneAmerica Financial, with $50 million cash paid at closing and up to $160 million of contingent consideration, and details extensive U.S. and international regulatory, capital, cybersecurity, privacy and human capital frameworks supporting its operations.

VOYA reported proposed sales (Form 144) of common stock: 3,070 Restricted Stock and 445 Performance Shares, each dated 02/17/2026. The filing lists Morgan Stanley Smith Barney LLC Executive Financial Services as the broker and shows an entry for the NYSE with a filing-related date of 02/20/2026.

Voya Financial, Inc. insider Jacques M. Longerstaey reported equity compensation awards and a related tax withholding transaction. On February 17, 2026, he acquired 6,469 performance stock units and 5,293 restricted stock units at a price of $0.00 per unit as compensation grants.

The performance stock units will vest based on specified performance factors, with common shares deliverable on February 20, 2029 ranging from 0% to 150% of the 6,469 units depending on results. The restricted stock units vest in three equal installments on February 16, 2027, February 15, 2028, and February 20, 2029, and each will convert into one share of common stock upon vesting.

The filing also shows a tax-withholding disposition of 294 restricted stock units at $74.39 per share, described as shares used to satisfy FICA withholding for the reporting person. After this, Longerstaey directly held 4,999 restricted stock units.

Voya Financial executive Heather H. Lavallee reported multiple equity compensation transactions dated February 17, 2026. She acquired 79,664 Performance Stock Units and 65,180 Restricted Stock Units at no cost as part of her compensation program.

Footnotes state the performance stock units vest on February 20, 2029, with actual common shares delivered ranging from 0% to 150% of the units based on performance. The restricted stock units vest in three equal installments in 2027, 2028 and 2029 and convert 1-for-1 into common stock at vesting. She also exercised or converted derivative awards into 15,117 and 41,399 shares of common stock and disposed of 26,990 shares at $74.39 per share to satisfy tax obligations. A deferred savings plan balance of 5,792.38 issuer stock units, representing a right to receive the cash value of common shares upon separation, was also reported.