Voya (VOYA) officer gets 2,938 shares; 1,379 withheld for taxes

Voya Financial (VOYA) reported an insider equity transaction by its Executive Vice President, Chief Technology and Operations Officer.

Rhea-AI Filing Summary

Voya Financial (VOYA) reported an insider equity transaction by its Executive Vice President, Chief Technology and Operations Officer. On 10/25/2025 (deemed 10/27/2025), the officer acquired 2,938 common shares at $73.69 upon vesting of performance stock units (Code M), and had 1,379 shares withheld to cover taxes (Code F) at $73.69. Following these transactions, the officer directly owned 29,116 common shares. Derivative awards beneficially owned following the events include performance stock units 45,896, restricted stock units 19,451, and performance-based stock options 35,587, as disclosed.

Insider Trade Summary

2,938 shares exercised/converted

Exercise 5 txns

Insider Keshavan Santhosh

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit	2,938	$0.00	$0.00
Exercise	Common Stock	2,938	$73.69	$217K
Exercise Price or Tax Liability	Common Stock	1,379	$73.69	$102K
holding	Restricted Stock Units	--	--	--
holding	Performance-Based Stock Options	--	--	--

Holdings After Transaction: Performance Stock Unit — 45,896 contracts (Direct); Common Stock — 29,116 shares (Direct); Restricted Stock Units — 19,451 contracts (Direct); Performance-Based Stock Options — 35,587 contracts (Direct)

Footnotes (4)

1. F1. Delivery of shares of the company's common stock was made to the reporting person without the payment of ay consideration in connection with the vesting of the underlying performance stock units that were awarded as compensation.
2. F2. The performance stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.
3. F3. The restricted stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.
4. F4. The options vest based on the conditions set forth in their respective agreements.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VOYA disclose in this Form 4?

An officer received 2,938 VOYA common shares at $73.69 from PSU vesting and had 1,379 shares withheld for taxes, leaving 29,116 shares directly owned.

When did the VOYA insider transactions occur?

The transactions occurred on 10/25/2025 with a deemed execution date of 10/27/2025.

What is the transaction code M and F in this VOYA filing?

Code M reflects conversion of derivative awards (PSUs) into common stock; Code F reflects share withholding to satisfy tax obligations.

How many VOYA shares does the officer own after the transactions?

The officer directly owns 29,116 VOYA common shares following the reported transactions.

What derivative awards are listed for the VOYA officer?

Beneficially owned following the events: performance stock units 45,896, restricted stock units 19,451, and performance-based stock options 35,587.

What price is associated with the VOYA share entries?

The entries show $73.69 for both the acquisition and tax withholding lines tied to the PSU vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/29/2025 - 04:06 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Keshavan Santhosh

(Last) (First) (Middle)

200 PARK AVENUE

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Voya Financial, Inc. [ VOYA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/25/2025	10/27/2025	M		2,938(1)	A	$73.69	30,495	D
Common Stock	10/25/2025	10/27/2025	F		1,379	D	$73.69	29,116	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Unit	(2)	10/25/2025	10/27/2025	M			2,938	(2)	(2)	Common Stock	2,938	$0	45,896	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	19,451		19,451	D
Performance-Based Stock Options	(4)							(4)	(4)	Common Stock	35,587		35,587	D

Explanation of Responses:

1. Delivery of shares of the company's common stock was made to the reporting person without the payment of ay consideration in connection with the vesting of the underlying performance stock units that were awarded as compensation.

2. The performance stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.

3. The restricted stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.

4. The options vest based on the conditions set forth in their respective agreements.

Remarks:

Executive Vice President, Chief Technology and Operations Officer

	/s/ Julie Watson, Attorney-in-Fact	10/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.