Oh Tony D 4

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

AI-generated summary of this filing

Updated Feb 19, 2026

Voya (VOYA) SVP Tony Oh Receives Awards; 1,598 Shares Withheld

What Happened

Tony D. Oh, Senior Vice President, Chief Accounting Officer and Controller of Voya Financial, had multiple award- and conversion-related equity transactions on Feb 17, 2026. The filing reports acquisitions (awards/conversions) totaling 11,497 shares (various restricted and performance stock units converted/awarded) and dispositions/withholdings totaling 6,711 shares. Of the shares withheld, 1,598 were surrendered to cover tax withholding at $74.39 per share (value reported: $118,875). Net change reported on the form is a gain of 4,786 shares (11,497 acquired minus 6,711 disposed/withheld).
These were compensation-related vesting/conversions (not open-market purchases or voluntary sales). The transactions include awards/vesting of restricted stock units (RSUs) and performance stock units (PSUs) and conversions of derivative awards into common stock.

Key Details

Transaction date: February 17, 2026; Form 4 filed Feb 19, 2026 (timely).
Withholding sale: 1,598 shares withheld to cover taxes at $74.39 per share = $118,875.
Reported amounts in filing: 11,497 shares acquired (award/conversion entries) and 6,711 shares disposed (including withholding), net +4,786 shares.
Footnotes: PSUs convert to shares based on performance (0%–150% payout; vesting date noted as Feb 20, 2029 for some PSUs); RSUs vest on a schedule (1/3 on Feb 16, 2027; 1/3 on Feb 15, 2028; 1/3 on Feb 20, 2029) and convert 1:1 on vesting. Footnotes state delivery was in connection with vesting and no cash consideration was paid.
Filing timeliness: The Form 4 was filed within two days of the report date — not flagged as late.

Context

These transactions are routine compensation vestings and conversions rather than open-market buys or strategic sales. The withholding of shares to meet tax obligations (code F) is common and does not necessarily indicate a change in the insider’s market view.
“Exercise or conversion of derivative” entries reflect conversion/settlement of equity awards (RSUs/PSUs) into common stock. The PSU payout is performance-based and may vary (up to 150% of the indicated number depending on achievement).

Form 4

Period: 2026-02-17

See Remarks

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-17+683→ 683 total
Exercise/Conversion
Common Stock
[F1]
2026-02-17+4,430→ 5,113 total
Tax Payment
Common Stock
2026-02-17$74.39/sh−1,598$118,875→ 3,515 total
Award
Performance Stock Unit
[F2][F3]
2026-02-17+2,873→ 13,467 total
→ Common Stock (2,873 underlying)
Exercise/Conversion
Performance Stock Unit
[F4]
2026-02-17−683→ 12,784 total
→ Common Stock (683 underlying)
Award
Restricted Stock Units
[F2][F5]
2026-02-17+3,511→ 13,511 total
→ Common Stock (3,511 underlying)
Exercise/Conversion
Restricted Stock Units
[F6]
2026-02-17−4,430→ 9,081 total
→ Common Stock (4,430 underlying)

Footnotes (6)

[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 awareded as compensation.
[F2]The stock units will vest based on their respective award agreement.
[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 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.

Signature

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

1 file