Katz Michael Robert 4
4 · Voya Financial, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Voya (VOYA) CFO Michael Katz Exercises Options and Receives Awards
What Happened
Michael R. Katz, Executive Vice President and Chief Financial Officer of Voya Financial, had a mix of derivative conversions and awards vest on Feb 17, 2026. He acquired a total of 59,678 shares through exercise/conversion and awards (3,349 + 9,549 via conversion; 25,729 and 21,051 as grants/awards). To cover tax withholding and related items, 18,809 shares were surrendered or disposed, including a sale of 5,911 shares at $74.39 each generating $439,719. The acquisitions were reported at $0 exercise price — these were compensation vesting/conversions rather than open‑market purchases.
Key Details
- Transaction date: 2026-02-17; Form 4 filed 2026-02-19 (timely filing).
- Acquisitions (gross): 59,678 shares (3,349; 9,549; 25,729; 21,051). Acquisition prices reported $0 (vested awards/conversions).
- Disposals/withholding: 18,809 shares surrendered/disposed (3,349; 9,549; 5,911). The 5,911-share disposal was at $74.39/share = $439,719 (tax withholding).
- Net shares retained from this event: 40,869 (59,678 acquired − 18,809 surrendered). Total holdings after these transactions were not otherwise disclosed on the filing.
- Notable footnotes: PSUs/RSUs vested/converted as compensation; PSU payouts depend on future performance (possible range 0%–150% noted for certain awards); 15.885 shares reflect dividend equivalents included in totals; vesting schedules noted for remaining restricted units.
Context
These transactions reflect routine executive compensation vesting and related tax withholding rather than an open-market buy or a standalone sale for investment reasons. When stock units vest or options convert, companies commonly withhold or sell shares to cover taxes (as occurred here). Performance stock units mentioned in the filing may deliver different share amounts in the future depending on performance targets.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-17+3,349→ 43,445 total - Exercise/Conversion
Common Stock
[F1]2026-02-17+9,549→ 52,994 total - Tax Payment
Common Stock
2026-02-17$74.39/sh−5,911$439,719→ 47,083 total - Award
Performance Stock Unit
[F2][F3]2026-02-17+25,729→ 68,961 total→ Common Stock (25,729 underlying) - Exercise/Conversion
Performance Stock Unit
[F4]2026-02-17−3,349→ 65,612 total→ Common Stock (3,349 underlying) - Award
Restricted Stock Units
[F2][F5]2026-02-17+21,051→ 42,049 total→ Common Stock (21,051 underlying) - Exercise/Conversion
Restricted Stock Units
[F6]2026-02-17−9,549→ 32,500 total→ Common Stock (9,549 underlying)
- 35,587
Performance-Based Stock Options
[F7]→ Common Stock (35,587 underlying) - 863.532
Deferred Savings Plan Issuer Stock Units
[F8][F9]→ Common Stock (863.532 underlying)
Footnotes (9)
- [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 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.
- [F8]Each of these units represents a right to receive the cash value of one share of the company's common stock upon the reporting person's separation from the company. The reporting person may reallocate investments in the units to alternative investments in the future.
- [F9]Includes dividends of 15.885 shares.