Toms Matthew 4

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.