Voya Financial (NYSE: VOYA) executive sells 8,536 shares via 10b5-1 plan

Rhea-AI Filing Summary

Voya Financial insider Trevor Ogle reported an open-market sale of 8,536 shares of common stock at a weighted average price of $73.8134 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 16, 2025.

After this transaction, Ogle directly holds 8,570 common shares and indirectly holds 6,450.7613 common shares through a 401(k) plan. He also has 61,866 performance stock units that may convert to common stock based on performance, and 24,796 restricted stock units that convert to common stock on a 1-to-1 basis upon vesting.

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).

X

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^*

Ogle Trevor

(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)
02/20/2026

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	02/20/2026		S		8,536(1)	D	$73.8134(2)	8,570	D
Common Stock								6,450.7613(3)	I	By 401(k) Plan

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	(4)							(4)	(4)	Common Stock	61,866		61,866	D
Restricted Stock Units	(5)							(5)	(5)	Common Stock	24,796		24,796	D
Performance-Based Stock Options	(6)							(6)	(6)	Common Stock	0		0	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025.

2. This transaction was executed in multiple trades at prices ranging from $73.07 to $74.335. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the company, or a security holder of the company, full information regarding the shares sold at each separate price.

3. Includes automatic semi-monthly contributions to the reporting person's 401(k).

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

5. The restricted stock units were awarded as compensation and will convert to common stock on a 1 to 1 basis upon the vesting date.

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

Remarks:

Executive Vice President, Chief Legal Officer

	/s/ Julie Watson, Attorney-in-Fact	02/23/2026
	** 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 did Voya Financial (VOYA) insider Trevor Ogle report on this Form 4?

Trevor Ogle reported selling 8,536 shares of Voya Financial common stock in an open-market transaction at a weighted average price of $73.8134 per share. The filing also updates his remaining direct, indirect, and equity award holdings in the company.

Was Trevor Ogle’s VOYA stock sale part of a pre-arranged 10b5-1 plan?

Yes. The sales were executed under a Rule 10b5-1 trading plan adopted on September 16, 2025. Such plans allow insiders to schedule trades in advance, helping separate personal trading decisions from later nonpublic information they may receive.

How many Voya Financial shares did Trevor Ogle sell and at what price?

He sold 8,536 shares of Voya Financial common stock. The weighted average sale price was $73.8134 per share, with multiple trades executed in a price range from $73.07 to $74.335, as disclosed in the filing footnotes.

What are Trevor Ogle’s remaining direct and indirect VOYA share holdings after the sale?

After the sale, Ogle directly owns 8,570 shares of Voya Financial common stock. He also indirectly holds 6,450.7613 shares through a 401(k) plan, which includes automatic semi-monthly contributions noted in the filing footnotes.

What performance stock units does Trevor Ogle hold in Voya Financial?

Ogle holds 61,866 performance stock units awarded as compensation. These units will convert into shares of Voya Financial common stock if certain performance factors are achieved, aligning a portion of his compensation with company performance targets over time.

What restricted stock units does Trevor Ogle hold in Voya Financial?

He holds 24,796 restricted stock units. These awards were granted as compensation and convert into Voya Financial common stock on a one-for-one basis upon vesting, providing equity-based incentives that depend on continued service and vesting conditions.

How are Trevor Ogle’s 401(k) holdings in VOYA shares described?

The filing shows 6,450.7613 Voya Financial shares held indirectly through a 401(k) plan. A footnote explains this figure includes automatic semi-monthly contributions to his 401(k), reflecting ongoing retirement-plan investments in the company’s stock.