Thompson Brannigan C 4

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

AI-generated summary of this filing

Updated Feb 19, 2026

Voya (VOYA) CHRO Brannigan Exercises Options, Receives Awards

What Happened

Thompson Brannigan C, Executive Vice President and Chief Human Resources Officer of Voya Financial (VOYA), had multiple equity transactions on Feb 17, 2026. She converted/exercised derivative awards and received grants/awards that resulted in a total of 32,927 shares being issued to her (5,718 shares from exercises/conversions and 27,209 shares from awards/vests). As part of the tax withholding for the vesting/conversion, 2,661 shares were surrendered (disposed) at an implied withholding value of $74.39 per share, totaling $197,952. These were not open-market sales but routine withholding to satisfy tax obligations.

Key Details

Transaction date: February 17, 2026; Form 4 filed Feb 19, 2026 (timely).
Shares received: 5,718 from exercise/conversion (codes M) and 27,209 from grants/awards (codes A) — total 32,927 shares issued.
Shares surrendered for tax withholding: 2,661 shares disposed at $74.39 each = $197,952 (code F).
Price shown for exercises/awards: $0.00 (reflecting conversion/vesting rather than a cash purchase).
Footnotes of note:
- F1/F6: Some shares were delivered upon vesting of restricted stock units (RSUs) and performance stock units (PSUs) without payment.
- F3/F4: PSU payouts depend on future performance and can range from 0%–150% of the stated amount at their final vesting (noted payout date Feb 20, 2029).
- F5: RSUs vest in thirds on Feb 16, 2027; Feb 15, 2028; and Feb 20, 2029.
- F7: Options/derivatives vest per their agreements.
Shares owned after the transactions: not specified in the provided filing excerpt.

Context

These transactions are largely administrative/compensation-related: awards vesting and derivative exercises that resulted in shares being issued. The surrender of 2,661 shares was a tax-withholding event (routine), not an open-market sale indicating a change in sentiment.
For retail investors, awards and vested RSUs/PSUs are common compensation items for executives; PSUs can fluctuate in final payout depending on performance metrics.

Form 4

Period: 2026-02-17

Other

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-17+793→ 8,532 total
Exercise/Conversion
Common Stock
[F1]
2026-02-17+4,925→ 13,457 total
Tax Payment
Common Stock
2026-02-17$74.39/sh−2,661$197,952→ 10,796 total
Award
Performance Stock Unit
[F2][F3]
2026-02-17+14,965→ 32,465 total
→ Common Stock (14,965 underlying)
Exercise/Conversion
Performance Stock Unit
[F4]
2026-02-17−793→ 31,672 total
→ Common Stock (793 underlying)
Award
Restricted Stock Units
[F2][F5]
2026-02-17+12,244→ 26,368 total
→ Common Stock (12,244 underlying)
Exercise/Conversion
Restricted Stock Units
[F6]
2026-02-17−4,925→ 21,443 total
→ Common Stock (4,925 underlying)

Holdings

Footnotes (7)

[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 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.
[F7]The options vest based on conditions set forth in their respective agreements.

Signature

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

1 file