Lavallee Heather H. 4

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

AI-generated summary of this filing

Updated Feb 19, 2026

Voya CEO Heather Lavallee Exercises Awards, Covers Taxes ($2.01M)

What Happened

Heather Lavallee, President and CEO of Voya Financial (VOYA), had a mix of restricted and performance stock units convert/vest on Feb 17, 2026. The filing shows awards/derivative share conversions totaling multiple lots (79,664 and 65,180 shares awarded/converted and additional conversion entries of 15,117 and 41,399 shares). To cover tax withholding associated with the conversion/vesting, 26,990 shares were delivered/disposed at $74.39 per share, totaling about $2,007,786.
These were not open-market purchases or discretionary sales but compensation-related conversions/vests with a net share settlement to cover taxes.

Key Details

Transaction date: February 17, 2026; Form 4 filed Feb 19, 2026 (appears timely).
Main codes in the filing: A = award/grant, M = exercise/conversion of derivative, F = payment of tax liability (withheld/disposed shares).
Tax withholding: 26,990 shares disposed at $74.39 each = $2,007,786 (code F).
Awards/Conversions reported: granted/converted derivative shares of 79,664 and 65,180; additional conversion entries of 15,117 and 41,399 shares (see filing for line‑by‑line detail).
Shares owned after the transactions are not specified in the provided excerpt of this filing.
Footnotes: awards were compensation-related; some units are performance stock units (PSUs) that convert based on performance (0%–150% payout possible; vesting date cited as Feb 20, 2029), restricted stock units (RSUs) vest 1/3 on Feb 16, 2027, 1/3 on Feb 15, 2028, and 1/3 on Feb 20, 2029, and some units represent cash‑settled deferred units. Dividends included 106.546 shares per the filing.

Context

This looks like a standard compensation event: PSUs/RSUs converting to common stock, with a portion of shares withheld or delivered to satisfy tax obligations (a net share settlement), not a market sale signal. Such transactions are common when equity awards vest or performance awards convert; they reflect company compensation mechanics rather than an independent trading decision by the insider.

Form 4

Period: 2026-02-17

See Remarks

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-17+15,117→ 91,542 total
Exercise/Conversion
Common Stock
[F1]
2026-02-17+41,399→ 132,941 total
Tax Payment
Common Stock
2026-02-17$74.39/sh−26,990$2,007,786→ 105,951 total
Award
Performance Stock Unit
[F2][F3]
2026-02-17+79,664→ 267,215 total
→ Common Stock (79,664 underlying)
Exercise/Conversion
Performance Stock Unit
[F4]
2026-02-17−15,117→ 252,098 total
→ Common Stock (15,117 underlying)
Award
Restricted Stock Units
[F2][F5]
2026-02-17+65,180→ 150,319 total
→ Common Stock (65,180 underlying)
Exercise/Conversion
Restricted Stock Units
[F6]
2026-02-17−41,399→ 108,920 total
→ Common Stock (41,399 underlying)

Holdings

Deferred Savings Plan Issuer Stock Units
[F7][F8]
→ Common Stock (5,792.38 underlying)
5,792.38

Footnotes (8)

[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]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 these units to alternative investments in the future.
[F8]Includes dividends of 106.546 shares.

Signature

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

1 file