Lynne Biggar Reports RSUs and 196-Share Acquisition in VOYA Form 4

Rhea-AI Filing Summary

Lynne Biggar, a director of Voya Financial (VOYA), reported equity awards and a purchase under director compensation arrangements executed on 08/14/2025. The filing shows an acquisition of 196 shares of common stock at $74.96 under transaction code M, and total direct beneficial ownership of 16,588 shares after the transaction. The report also discloses 8,409 restricted stock units and 392.422 deferred fee plan issuer stock units, the latter including a dividend credit of 3.745 shares. The deferred units reflect rights to cash value tied to one share per unit payable upon separation or an earlier elected in-service date.

The filing reflects routine director compensation through the Amended and Restated Director Deferred Fee Plan and outstanding equity awards rather than a market purchase outside of a compensation plan. All holdings are reported as direct beneficial ownership.

Positive

• Director equity alignment: Reporting person holds 16,588 shares total, plus 8,409 RSUs, indicating continued alignment with shareholders
• Compensation transparency: Deferred fee units and RSUs are disclosed, including a 3.745-share dividend credit, clarifying plan mechanics

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received compensation-linked equity and purchased 196 shares at $74.96, modestly increasing direct holdings to 16,588 shares.

The transaction is primarily compensation-related: 196 shares were acquired under transaction code M, consistent with issuance or plan mechanics rather than an open-market opportunistic purchase. The combination of 8,409 RSUs and 392.422 deferred units indicates meaningful equity exposure tied to service and deferred-pay arrangements. For valuation context, the 196-share acquisition at $74.96 represents a small incremental change relative to total reported direct holdings. This disclosure does not present immediate balance-sheet or cash-flow implications for the issuer; it is a routine beneficial ownership update reflecting director compensation and deferred fee election.

Corporate Governance Expert

TL;DR: Routine Section 16 filing documenting director compensation and grant mechanics, with no governance red flags apparent.

The Form 4 documents equity awarded and deferred under the company’s Amended and Restated Director Deferred Fee Plan and restricted stock unit grants. The filing clarifies the nature of deferred units as cash-settled rights to the value of one share per unit and notes inclusion of a 3.745-share dividend credit. All reported holdings are direct, simplifying beneficiary chain analysis. There are no disclosed transfers to affiliates, pledges, or unusual derivative positions. From a governance perspective, this is a routine, transparent disclosure of director compensation and outstanding equity.

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
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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^*

Biggar Lynne

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		M		196(1)	A	$74.96	16,588	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
Deferred Fee Plan Issuer Stock Units	(2)	08/14/2025		M			196	(2)	(2)	Common Stock	196	$0	392.422(3)	D
Restricted Stock Units	(4)							(4)	(4)	Common Stock	8,409		8,409	D

Explanation of Responses:

1. Shares issued in accordance with the terms of the Amended and Restated Director Deferred Fee Plan.

2. 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 or an earlier in-service date that the reporting person elected. The reporting person may reallocate investments in these units to alternative investments in the future.

3. Includes dividend of 3.745 shares.

4. Each stock unit represents a conditional right to receive one share of the company's common stock.

	/s/ Julie Watson, Attorney-in-Fact	08/18/2025
	** 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.

FAQ

What transaction did Lynne Biggar report on Voya (VOYA)?

The Form 4 reports an acquisition of 196 shares at $74.96 on 08/14/2025, reported under transaction code M.

How many shares does Lynne Biggar beneficially own after the reported transaction?

The filing shows 16,588 shares of common stock beneficially owned following the transaction.

What equity awards were disclosed in the Form 4 for VOYA?

The filing discloses 8,409 restricted stock units and 392.422 deferred fee plan issuer stock units (the deferred units include a 3.745-share dividend credit).

Are the deferred fee plan units cash- or stock-settled?

Per the filing, each deferred unit represents a right to receive the cash value of one share upon separation or an earlier elected in-service date.

Is the reported ownership direct or indirect?

All reported holdings in the Form 4 are indicated as direct beneficial ownership.