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Voya Financial, Inc.·4

Feb 19, 4:46 PM ET

Ogle Trevor 4

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

Research Summary

AI-generated summary of this filing

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Voya (VOYA) EVP Trevor Ogle Exercises Awards; Shares Withheld

What Happened Trevor Ogle, Executive Vice President and Chief Legal Officer of Voya Financial (VOYA), reported multiple derivative conversions and award-related share deliveries on Feb 17, 2026. The filing shows conversions/awards that resulted in 48,938 shares being delivered to Ogle (reported as exercise/conversion and grant/acquisition transactions at $0.00 per share). To satisfy tax withholding obligations, 4,906 shares were disposed (withheld) at $74.39 per share, generating proceeds of $364,957. These transactions were reported on a Form 4 filed Feb 19, 2026.

Key Details

  • Transaction date: Feb 17, 2026; Form 4 filed Feb 19, 2026 (timely filing).
  • Reported activity: mixture of exercise/conversion of derivatives (code M), grants/awards (code A), and tax withholding/disposition (code F).
  • Quantities reported: 48,938 shares acquired through conversion/awards; 4,906 shares disposed/withheld for taxes (4,906 x $74.39 = $364,957).
  • Price: $0.00 reported for the conversions/awards (reflects delivery on vesting/conversion, not an open-market purchase); withholding disposed at $74.39 per share.
  • Footnotes: filing notes shares delivered without payment in connection with vesting (RSUs/PSUs); some awards are performance-based (PSUs) and other RSUs have multi-year vesting schedules. One footnote clarifies PSUs convert to common stock based on performance (possible 0%–150% payout), and RSUs vest over future dates per award agreements.
  • Shares owned after the transactions: not specified in the summary filing excerpts provided.

Context

  • These transactions appear to be compensation-related conversions/vestings rather than open-market purchases or discretionary sales. The $0.00 per-share entries and footnotes indicate delivery on vesting or conversion of restricted or performance stock units.
  • The withholding of 4,906 shares to cover tax liabilities is a routine administrative step (not an open-market sale) often used when equity awards vest.
  • No allegation of insider timing or motive should be inferred from these administrative compensation-related filings; they are standard for executive equity compensation.

Insider Transaction Report

Form 4
Period: 2026-02-17
Voya Financial, Inc.VOYA
Ogle Trevor
See Remarks
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-17+4,250→ 12,820 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-17+9,192→ 22,012 total
  • Tax Payment

    Common Stock

    2026-02-17$74.39/sh−4,906$364,957→ 17,106 total
  • Award

    Performance Stock Unit

    [F3][F4]
    2026-02-17+19,523→ 66,116 total
    → Common Stock (19,523 underlying)
  • Exercise/Conversion

    Performance Stock Unit

    [F5]
    2026-02-17−4,250→ 61,866 total
    → Common Stock (4,250 underlying)
  • Award

    Restricted Stock Units

    [F3][F6]
    2026-02-17+15,973→ 33,988 total
    → Common Stock (15,973 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F7]
    2026-02-17−9,192→ 24,796 total
    → Common Stock (9,192 underlying)
Holdings

  • Common Stock

    [F2]
    (indirect: By 401(k))
    6,450.761

  • Performance-Based Stock Options

    [F8]
    → Common Stock (0 underlying)
    0
Footnotes (8)
  • [F1]Delivery of the 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]Includes automatic semi-monthly contributions to the reporting person's 401(k).
  • [F3]The stock units will vest based on their respective award agreements.
  • [F4]The number 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 shares of common stock delivered upon the vesting date (February 20, 2029) can range from 0% to 150% of the number presented above.
  • [F5]The performance stock units were awarded as compensation and converted to common stock based on the achievement of certain performance factors.
  • [F6]1/3 of the restricted stock units will vest on February 16, 2027, 1/3 on February 15, 2028 and 1/3 February 20, 2029.
  • [F7]The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.
  • [F8]The options vest based on conditions set forth in their respective agreements.
Signature
/s/ Julie Watson, Attorney-in-Fact|2026-02-19

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT