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

Rhea-AI Filing Summary

Voya Financial (VOYA) – Form 4 insider transaction summary

Executive Vice President & Chief Information Officer Santhosh Keshavan reported routine equity activity dated 07/01/2025. A total of 1,679 restricted stock units vested and automatically converted to common shares at no cost (transaction code M). To satisfy tax withholding requirements, 788 shares were simultaneously disposed of at $72.51 (code F). After these actions, the executive directly owns 27,557 common shares. He also retains derivative interests comprising 19,451 RSUs, 48,834 performance stock units and 35,587 performance-based stock options. No open-market purchases or discretionary sales were disclosed, indicating a routine, compensation-related event rather than a signal of strategic intent.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; negligible impact on VOYA valuation.

The filing documents standard compensation conversion—1,679 RSUs became common shares while 788 were withheld for taxes. Net share count for the executive rose modestly, but the volume is immaterial versus VOYA’s float and does not suggest a tactical buy or sell signal. With no open-market activity or new option grants, investors should view this as administrative rather than directional.

Corporate Governance Expert

TL;DR: Compliance disclosure; maintains transparency, governance stance unaffected.

The company continues to meet Section 16 reporting obligations promptly (filed 07/03/2025). Transactions arise from previously awarded equity plans tied to performance metrics, reinforcing alignment between executive compensation and shareholder value. No red flags emerge regarding insider intent or governance practices.

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)
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		1,679	A	$0(1)	28,345	D
Common Stock	07/01/2025		F		788	D	$72.51	27,557	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
Restricted Stock Units	(2)	07/01/2025		M			1,679	(2)	(2)	Common Stock	1,679	$0	19,451	D
Performance Stock Unit	(3)							(3)	(3)	Common Stock	48,834		48,834	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 restricted stock units that were awarded as compensation.

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

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 the conditions set forth in their respective agreements.

Remarks:

Executive Vice President, Chief Information 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.
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 insider transaction did VOYA report on July 1, 2025?

1,679 RSUs vested and converted to common stock for EVP & CIO Santhosh Keshavan; 788 shares were withheld for taxes.

How many VOYA shares does Santhosh Keshavan own after the Form 4 transaction?

He directly owns 27,557 common shares, plus derivative rights to additional shares.

At what price were the VOYA shares disposed of for tax withholding?

The 788 shares were disposed of at $72.51 per share.

What derivative equity interests does the executive retain?

Keshavan holds 19,451 RSUs, 48,834 performance stock units, and 35,587 performance-based stock options.

Does the Form 4 indicate any open-market buying or selling by the executive?

No. All activity relates to automatic vesting and tax withholding; there were no discretionary market trades.