[Form 4] VOYA FINANCIAL, INC. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Voya Financial, Inc. (VOYA) dated 07/03/2025: Executive Vice President & Chief Legal and Corporate Development Officer Trevor Ogle reported routine equity award activity executed on 07/01/2025. Restricted stock units (RSUs) vested, delivering 1,556 common shares to the insider at no cost (code “M”). To satisfy withholding taxes, 795 shares were immediately sold at $72.51 per share (code “F”). Net direct ownership increased to 8,570 shares; indirect 401(k) holdings stand at 6,383.3541 shares.

Derivative positions remain sizable: 18,015 RSUs, 49,315 performance stock units, and 12,500 performance-based options, all subject to future vesting or performance conditions. No cash was exchanged for the newly issued shares, consistent with standard equity compensation mechanics.

The transaction is routine and not expected to be material to VOYA’s share count or near-term fundamentals. It does, however, marginally increase insider ownership and maintains alignment between management and shareholders.

Insights

Corporate Governance Expert

TL;DR Small RSU vesting; minimal net share sale for taxes. Routine, immaterial, but keeps insider-shareholder alignment intact.

The filing reflects standard equity compensation practices for senior executives. The RSU conversion added 1,556 shares to Ogle’s holdings, while the sale of 795 shares covered statutory tax obligations. Net accumulation of 761 shares indicates confidence or at least no broad liquidation intent. Outstanding performance units and options remain significant incentives tied to future results, promoting long-term value creation. Given VOYA’s 100 m+ share count, the volume is negligible; therefore, the event is neutral from a market-moving perspective.

Portfolio Manager

TL;DR Routine insider trade; scale far below materiality threshold, no portfolio action warranted.

From a position-sizing standpoint, 1,556 shares (<~$110k) versus VOYA’s multi-billion-dollar market cap is immaterial. Code “M” conversion is non-cash, while code “F” sale signals tax settlement rather than discretionary selling. The executive still holds over 85k equity-linked units, ensuring skin in the game. No change to investment thesis or liquidity profile.

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

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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^*

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)
07/01/2025

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	07/01/2025		M		1,556	A	$0(1)	9,365	D
Common Stock	07/01/2025		F		795	D	$72.51	8,570	D
Common Stock								6,383.3541	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
Restricted Stock Units	(2)	07/01/2025		M			1,556	(2)	(2)	Common Stock	1,556	$0	18,015	D
Performance Stock Unit	(3)							(3)	(3)	Common Stock	49,315		49,315	D
Performance-Based Stock Options	(4)							(4)	(4)	Common Stock	12,500		12,500	D

Explanation of Responses:

1. Delivery of the 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 stock units that were awarded as compensation.

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

3. The performance 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 conditions set forth in their respective agreements.

Remarks:

Executive Vice President, Chief Legal and Corporate Development Officer

	/s/ Julie Watson, Attorney-in-Fact	07/03/2025
	** 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.
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FAQ

What did VOYA insider Trevor Ogle report on the July 2025 Form 4?

He received 1,556 common shares from RSU vesting and sold 795 shares at $72.51 for tax withholding.

How many VOYA shares does Trevor Ogle own after the transaction?

Direct ownership is 8,570 shares; indirect 401(k) holdings are 6,383.3541 shares.

Were any cash proceeds realized by the insider?

Yes, the 795-share sale generated proceeds solely to cover taxes; the RSU conversion itself required no cash.

What derivative awards remain outstanding for the insider?

He retains 18,015 RSUs, 49,315 performance stock units, and 12,500 performance-based options.

Does this Form 4 filing signal a material change for VOYA investors?

No. The share amounts are minor relative to VOYA’s total float and do not affect company fundamentals.