Keshavan Santhosh 4

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.