Katz Michael Robert 4

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.