Kaduson Jay 4

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.