Voya Financial, Inc.·4

Feb 19, 4:42 PM ET

Thompson Brannigan C 4

Research Summary

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Updated

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.