Oh Tony D 4

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).