Toms Matthew 4

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

AI-generated summary of this filing

Updated Feb 19, 2026

Voya (VOYA) CEO — Investment Management Matthew Toms Receives Awards; 6,457 Shares Withheld

What Happened

Matthew Toms, Chief Executive Officer, Investment Management at Voya Financial (VOYA), had restricted/performance stock units convert/exercise into common shares on Feb 17, 2026. Multiple award/conversion entries total new delivery rights of 53,635 shares (29,499 and 24,136 reported as grants/awards) plus conversion/exercise line items totaling 13,922 shares.
The filing shows 6,457 shares were disposed to cover tax withholding at $74.39 per share, generating cash value of $480,336. Several other conversion/exercise entries are reported at $0, reflecting conversion/vesting of derivative awards rather than open-market sales.

Key Details

Transaction date: February 17, 2026; filing date: February 19, 2026 (timely filing).
Tax withholding: 6,457 shares withheld/disposed at $74.39 each = $480,336.
Award/conversion activity: grants/awards reported for 29,499 and 24,136 shares; exercised/converted entries of 2,576 and 11,346 shares (some shown as acquired and then disposed in the filing).
Shares owned after transaction: not specified in the provided excerpt of the Form 4.
Footnotes of note:
- F1/F6: delivery of common shares from vested restricted and performance stock units; restricted stock units convert 1:1 on vesting.
- F3/F4: performance stock unit payout depends on performance (0%–150%) with vesting payout date Feb 20, 2029.
- F5: restricted stock units vest 1/3 on Feb 16, 2027, 1/3 on Feb 15, 2028, and 1/3 on Feb 20, 2029.
Transaction codes explained: A = award/grant, M = exercise/conversion of derivative, F = shares withheld/used to pay taxes.

Context

These entries reflect compensation-related equity vesting and conversions rather than an open-market purchase or discretionary sale. The 6,457-share disposition is a withholding to satisfy tax obligations (common when RSUs/PSUs vest).
Performance stock units noted in the filing can pay out between 0%–150% of the target depending on future performance; restricted stock units vest over multi-year schedule.

Form 4

Period: 2026-02-17

Other

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-17+2,576→ 21,002 total
Exercise/Conversion
Common Stock
[F1]
2026-02-17+11,346→ 25,891 total
Tax Payment
Common Stock
2026-02-17$74.39/sh−6,457$480,336→ 14,545 total
Award
Performance Stock Unit
[F2][F3]
2026-02-17+29,499→ 64,672 total
→ Common Stock (29,499 underlying)
Exercise/Conversion
Performance Stock Unit
[F4]
2026-02-17−2,576→ 62,096 total
→ Common Stock (2,576 underlying)
Award
Restricted Stock Units
[F2][F5]
2026-02-17+24,136→ 48,939 total
→ Common Stock (24,136 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F6]
2026-02-17−11,346→ 37,593 total
→ Common Stock (11,346 underlying)

Footnotes (6)

[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 and performance 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]The performance stock units were awarded as compensation and converted to common stock based on the achievement of certain performance factors.
[F5]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.
[F6]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