Keshavan Santhosh 4

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

AI-generated summary of this filing

Updated Feb 19, 2026

Voya (VOYA) CIO Keshavan Santhosh Exercises Awards; Shares Withheld

What Happened

Keshavan Santhosh, Executive Vice President and Chief Information Officer of Voya Financial (VOYA), converted/exercised company equity awards on Feb 17, 2026. The filing shows acquisitions/conversions of 4,722 and 10,079 shares (exercise/conversion entries) and awards of 19,829 and 16,223 shares — a total of 50,853 shares recorded as acquired or granted at $0.00 (reflecting vesting/conversion of awards rather than an open‑market purchase).
To satisfy tax withholding/obligations, 6,988 shares were surrendered at $74.39 per share for a total withholding value of $519,837 (reported as a "F" transaction). Some exercised/converted shares are also reported as disposed in the filing (consistent with settlement/withholding mechanics).

Key Details

Transaction date(s): February 17, 2026; Form 4 filed February 19, 2026 (timely reporting for the Feb 17 events).
Reported movements:
- Exercise/conversion (M): 4,722 shares acquired; 4,722 shares also listed as disposed (derivative).
- Exercise/conversion (M): 10,079 shares acquired; 10,079 shares also listed as disposed (derivative).
- Grant/award (A): 19,829 shares acquired (derivative).
- Grant/award (A): 16,223 shares acquired (derivative).
- Tax withholding/payment (F): 6,988 shares disposed at $74.39 each = $519,837.
Shares owned after the transactions: not specified in the provided filing information.
Notable footnotes:
- Many of the reported shares were delivered upon vesting/conversion of restricted stock units (RSUs) and performance stock units (PSUs) and were granted as compensation (no cash paid) — see F1, F4, F6.
- PSUs may pay out based on performance; the filing notes possible delivery ranging from 0% to 150% of the stated amounts (vesting outcome based on performance conditions; final delivery date example Feb 20, 2029) — see F3 and F5.
- Options and other derivatives vest/convert per their award agreements (F7).
Transaction codes explained: M = option/derivative exercise or conversion; A = award/grant; F = payment of exercise price or tax liability (share withholding).

Context

These entries appear to reflect compensation-related vesting/conversion of RSUs/PSUs and associated settlement mechanics, not an open‑market purchase by the insider. The withholding of 6,988 shares to cover taxes is routine and common when equity awards vest.
Because the shares are compensation-based (awards/PSUs/RSUs), they should not be read as a straightforward buy signal; they reflect scheduled/contractual vesting events and performance-based outcomes rather than discretionary insider purchases.

Form 4

Period: 2026-02-17

See Remarks

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-17+4,722→ 33,838 total
Exercise/Conversion
Common Stock
[F1]
2026-02-17+10,079→ 43,917 total
Tax Payment
Common Stock
2026-02-17$74.39/sh−6,988$519,837→ 36,929 total
Award
Performance Stock Unit
[F2][F3]
2026-02-17+19,829→ 65,725 total
→ Common Stock (19,829 underlying)
Exercise/Conversion
Performance Stock Unit
[F4]
2026-02-17−4,722→ 61,003 total
→ Common Stock (4,722 underlying)
Award
Restricted Stock Units
[F2][F5]
2026-02-17+16,223→ 35,674 total
→ Common Stock (16,223 underlying)
Exercise/Conversion
Restricted Stock Units
[F6]
2026-02-17−10,079→ 25,595 total
→ Common Stock (10,079 underlying)

Holdings

Footnotes (7)

[F1]Delivery of shares of the company's common stock was made to the reporting person without the payment of ay 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 shares 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.
[F7]The options vest based on the conditions set forth in their respective agreements.

Signature

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

1 file