VOYA officer reports RSU vesting and $73.54 tax withholding

Rhea-AI Filing Summary

Voya Financial (VOYA) reported an insider equity change. On 10/24/2025, an officer received 1,018 shares of common stock via code M from vested restricted stock units, and 301 shares were withheld for taxes via code F at $73.54 per share. Following these transactions, the officer directly holds 717 common shares.

Derivative holdings reported include 10,000 restricted stock units and 10,594 performance stock units, which convert to common stock pursuant to their terms.

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

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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^*

Oh Tony D

(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)
10/24/2025

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	10/24/2025		M		1,018(1)	A	$73.54	1,018	D
Common Stock	10/24/2025		F		301	D	$73.54	717	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)	10/24/2025		M			1,018	(2)	(2)	Common Stock	1,018	$0	10,000	D
Performance Stock Unit	(3)							(3)	(3)	Common Stock	10,594		10,594	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 units that were awareded 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.

Remarks:

Senior Vice President, Chief Accounting Officer and Controller

	/s/ Julie Watson, Attorney-in-Fact	10/28/2025
	** 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 did VOYA disclose in this Form 4?

An officer reported the vesting of 1,018 RSU-linked common shares (code M) and the withholding of 301 shares for taxes (code F) at $73.54.

How many VOYA common shares are directly owned after the transaction?

The officer directly owns 717 common shares after the reported transactions.

What do the Form 4 transaction codes mean for VOYA?

M indicates a conversion from a derivative (RSUs) to common stock; F indicates shares withheld to satisfy tax obligations.

What RSU and PSU holdings were reported for VOYA?

The filing lists 10,000 restricted stock units and 10,594 performance stock units, each linked to potential common shares under their terms.

What price is associated with the tax withholding on VOYA shares?

The tax withholding transaction used a share price of $73.54.

Who is the reporting person’s role at VOYA?

The reporting person is the Senior Vice President, Chief Accounting Officer and Controller.