Voya Insider Trades: Ogle Executes Options and Disposes Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Trevor Ogle, Executive Vice President and Chief Legal Officer of Voya Financial (VOYA), reported transactions on 08/15/2025 made under a Rule 10b5-1 plan adopted on September 16, 2024. He acquired 12,500 shares (reported as an option execution) at an indicated price of $37.60, and sold 13,832 shares at $75.00, leaving 7,238 shares directly owned after the sale. The filing shows indirect ownership of 6,383.3541 shares through a 401(k) plan and beneficial ownership of various equity awards: 12,500 performance-based options, 49,315 performance stock units, and 18,015 restricted stock units. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Ogle on 08/19/2025.

Positive

• Transactions were conducted under a documented Rule 10b5-1 trading plan, indicating pre-established trading intent and potential safe-harbor protection.
• Full Section 16 disclosure provided showing acquisition and disposition details, option holdings, PSU and RSU balances, and indirect 401(k) ownership.
• Significant unvested equity remains: 49,315 performance stock units and 18,015 restricted stock units, maintaining long-term alignment with shareholders.

Negative

• Net reduction in direct holdings after the reported sale: direct shares fell to 7,238, which reduces immediate insider-held common stock.
• Large same-day sale relative to direct holdings (13,832 shares sold) could be interpreted by some investors as unlocking substantial insider liquidity.

Insights

Securities Analyst

TL;DR: Insider exercised options and sold shares under a pre-existing 10b5-1 plan; transactions appear structured and disclosed.

The reported activity shows an option exercise converting compensation-linked options into common stock and an offsetting sale of shares executed the same day under a Rule 10b5-1 plan adopted 9/16/2024. The acquisition of 12,500 shares at $37.60 and the sale of 13,832 shares at $75.00 materially change Mr. Ogle's direct share count to 7,238, while leaving substantial equity exposure through performance stock units (49,315) and restricted stock units (18,015). From a tradability and signaling perspective, these transactions are routine when governed by 10b5-1 plans and provide predictable liquidity for the reporting person while preserving longer-term alignment via unvested awards.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 requirements and documents use of an established 10b5-1 trading plan.

The Form 4 clearly identifies the reporting person, relationship to the issuer, and the nature of transactions, including the 10b5-1 plan reference. The mix of exercised options, sales, and retained awards indicates a governance-consistent approach to insider liquidity and compensation realization. The filing signature executed by an attorney-in-fact is properly noted. No indications of late reporting or omitted material details are present in the document text provided.

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).

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)
08/15/2025

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	08/15/2025		M		12,500(1)	A	$37.6	21,070	D
Common Stock	08/15/2025		S		13,832(1)	D	$75	7,238	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
Performance-Based Stock Options	(2)	08/15/2025		M			12,500	(2)	(2)	Common Stock	12,500	$0	0	D
Performance Stock Unit	(3)							(3)	(3)	Common Stock	49,315		49,315	D
Restricted Stock Units	(4)							(4)	(4)	Common Stock	18,015		18,015	D

Explanation of Responses:

1. The options executed and stock sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2024.

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

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

Remarks:

Executive Vice President, Chief Legal Officer

	/s/ Julie Watson, Attorney-in-Fact	08/19/2025
	** 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

Who filed the Form 4 for VOYA and what is their role?

The Form 4 reports transactions by Trevor Ogle, identified as Executive Vice President and Chief Legal Officer of Voya Financial.

What transactions did the insider report on 08/15/2025 for VOYA?

On 08/15/2025 the filing reports an acquisition of 12,500 shares (option execution) at $37.60 and a sale of 13,832 shares at $75.00.

Were the trades part of an established trading plan?

Yes. The filing states the option execution and stock sale were effected pursuant to a Rule 10b5-1 trading plan adopted on September 16, 2024.

What equity positions does the reporting person continue to hold?

The report shows 7,238 direct shares after the sale, 6,383.3541 indirect shares via a 401(k) plan, 12,500 performance-based options, 49,315 performance stock units, and 18,015 restricted stock units.

When was the Form 4 signed and by whom?

The Form 4 bears a signature line indicating it was signed by Julie Watson, Attorney-in-Fact on 08/19/2025.