Kaduson Jay 4

4 · Voya Financial, Inc. · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Voya CEO Jay Kaduson Exercises Stock Units; Shares Withheld for Taxes

What Happened

Jay Kaduson, Chief Executive Officer, Workplace Solutions at Voya Financial (VOYA), converted/exercised 17,675 derivative stock units into common shares on Feb 17, 2026. Concurrently, 7,923 shares were surrendered/withheld to satisfy tax withholding obligations at an indicated per-share value of $74.39, totaling about $589,392. The filing also shows two awards of derivative stock units (26,524 and 21,701 units) granted that same date. These events reflect compensation-related vesting/conversion and routine tax withholding rather than an open-market purchase or sale.

Key Details

Transaction date: February 17, 2026; filing date: February 19, 2026 (timely).
Codes reported: M = exercise/conversion of derivative; F = payment of exercise price/tax withholding (7,923 shares @ $74.39 = $589,392); A = grant/award of derivative stock units (26,524 and 21,701 units).
Shares owned after transaction: not disclosed in the provided filing excerpt.
Notable footnotes:
- Some units were restricted stock units (RSUs) converted 1:1 upon vesting (F5).
- RSU vesting schedule: 1/3 on Feb 16, 2027; 1/3 on Feb 15, 2028; 1/3 on Feb 20, 2029 (F4).
- Performance stock units (PSUs) are performance-contingent; payout at vesting (Feb 20, 2029) may range from 0%–150% of the target units (F3).
- Delivery of shares in connection with vesting required no cash payment by the reporting person (F1).

Context

The transaction appears to be compensation-related vesting/conversion with shares withheld to cover tax obligations (a common, routine action), not an opportunistic market sale or purchase. The PSU grants are performance-based and their final share delivery depends on future performance through 2029.

Form 4

Period: 2026-02-17

Other

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-17+17,675→ 17,675 total
Tax Payment
Common Stock
2026-02-17$74.39/sh−7,923$589,392→ 9,752 total
Award
Performance Stock Unit
[F2][F3]
2026-02-17+26,524→ 68,105 total
→ Common Stock (26,524 underlying)
Award
Restricted Stock Units
[F2][F4]
2026-02-17+21,701→ 74,726 total
→ Common Stock (21,701 underlying)
Exercise/Conversion
Restricted Stock Units
[F5]
2026-02-17−17,675→ 57,051 total
→ Common Stock (17,675 underlying)

Footnotes (5)

[F1]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 stock units that were awarded as compensation.
[F2]The stock units will vest based on their respective award agreements.
[F3]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.
[F4]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.
[F5]The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.

Signature

/s/ Julie Watson, Attorney-in-Fact|2026-02-19

1 file