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

Rhea-AI Filing Summary

Insider Transaction Overview (Form 4)

Nextracker Inc. (ticker: NXT) disclosed that Chief Operating Officer Nicholas Marco Miller sold 946 shares of common stock on July 1, 2025 at $54.27 per share. The transaction was conducted under a Rule 10b5-1 trading plan adopted on March 13, 2025.

Following the sale, Miller’s directly held position stands at 169,054 shares. No derivative securities were exercised, acquired or disposed of during the reporting period, and no additional transactions were reported.

The disposal represents roughly 0.56 % of the executive’s disclosed direct holdings, indicating a modest portfolio adjustment rather than a significant off-load. Because the trade was pre-arranged and involves a small fraction of total ownership, the filing is generally viewed as neutral from a market-signal perspective.

Insights

Securities Analyst

TL;DR: Minor, pre-planned insider sale (946 shares, 0.56 % of holdings); limited valuation impact for NXT.

The transaction involves a small number of shares relative to the COO’s stake and was executed pursuant to a previously adopted 10b5-1 plan, reducing signaling risk. With no accompanying derivative activity, the filing does not alter supply-demand dynamics or suggest a shift in management’s conviction. For valuation models, the change is immaterial; total insider ownership remains essentially intact.

Corporate Governance Expert

TL;DR: Governance-friendly disclosure; sale aligns with SEC safe-harbor rules and raises no red flags.

The adoption of a 10b5-1 plan months before execution demonstrates good governance practices, insulating the trade from insider-timing concerns. The small scale (under 1 % of holdings) suggests routine liquidity management. There are no indications of unusual timing or concentrated selling, so the filing is classified as not materially impactful.

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^*

Lavallee Heather H.

(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)
06/30/2025

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	06/30/2025		M		16,792	A	$0(1)	66,733	D
Common Stock	06/30/2025		F		7,964	D	$71	58,769	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)	06/30/2025		M			16,792	(2)	(2)	Common Stock	16,792	$0	204,343	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	101,931		101,931	D
Deferred Savings Plan Issuer Stock Units	(4)							(4)	(4)	Common Stock	5,685.834		5,685.834	D

Explanation of Responses:

1. 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 stock and 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. 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.

Remarks:

President and CEO

	/s/ Julie Watson, Attorney-in-Fact	07/02/2025
	** 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

How many NXT shares did COO Nicholas Miller sell on July 1, 2025?

He sold 946 shares of Nextracker common stock.

At what price were the Nextracker shares sold?

The shares were sold at $54.27 per share.

What is Nicholas Miller’s remaining direct ownership after the sale?

He now directly owns 169,054 shares of NXT.

Was the transaction executed under a Rule 10b5-1 trading plan?

Yes. The filing states the sale was under a 10b5-1 plan adopted on March 13, 2025.

Does the Form 4 report any derivative security transactions?

No. No derivative securities were acquired or disposed of in this filing.

What position does Nicholas Miller hold at Nextracker Inc.?

He is the company’s Chief Operating Officer.

Why is a 10b5-1 plan relevant for insider trades?

It provides an affirmative defense against insider-trading allegations by pre-scheduling trades outside of material non-public information periods.