Voya CFO reports 2,938 VOYA shares via PSU at $73.69

Voya Financial (VOYA) reported an insider equity transaction by its Executive Vice President and Chief Financial Officer.

Rhea-AI Filing Summary

Voya Financial (VOYA) reported an insider equity transaction by its Executive Vice President and Chief Financial Officer. On 10/25/2025, 2,938 shares of common stock were acquired (code M) at $73.69 following the vesting of performance stock units, and 1,336 shares were disposed (code F) at $73.69 to cover taxes. Following these transactions, the officer directly owned 40,096 common shares.

The filing also lists outstanding awards, including performance stock units, restricted stock units, performance-based stock options, and issuer stock units under a deferred savings plan, tied to service and performance conditions.

Insider Trade Summary

2,938 shares exercised/converted

Exercise 6 txns

Insider Katz Michael Robert

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit	2,938	$0.00	$0.00
Exercise	Common Stock	2,938	$73.69	$217K
Exercise Price or Tax Liability	Common Stock	1,336	$73.69	$98K
holding	Restricted Stock Units	--	--	--
holding	Performance-Based Stock Options	--	--	--
holding	Deferred Savings Plan Issuer Stock Units	--	--	--

Holdings After Transaction: Performance Stock Unit — 43,232 contracts (Direct); Common Stock — 40,096 shares (Direct); Restricted Stock Units — 20,998 contracts (Direct); Performance-Based Stock Options — 56,187 contracts (Direct); Deferred Savings Plan Issuer Stock Units — 847.647 contracts (Direct)

Footnotes (5)

1. F1. 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 performance stock units that were awarded as compensation.
2. F2. The performance stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.
3. F3. The restricted stock units were awarded as compensation and will convert to common stock on a 1 to 1 basis upon the vesting date.
4. F4. The options vest based on the conditions set forth in their respective agreements.
5. F5. 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 the units to alternative investments in the future.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VOYA's CFO report on Form 4?

The officer acquired 2,938 VOYA common shares (code M) at $73.69 and disposed of 1,336 shares (code F) at $73.69 to cover taxes.

When did the VOYA insider transactions occur?

The transactions occurred on 10/25/2025.

How many VOYA shares does the officer own after the transactions?

The officer directly owns 40,096 VOYA common shares after the reported transactions.

What does transaction code M mean in this context?

Code M indicates a conversion of derivative securities, here performance stock units converting into common stock.

What does transaction code F signify?

Code F reflects shares withheld or disposed to cover tax obligations related to an equity award.

What other equity awards are listed for the VOYA officer?

The filing lists performance stock units, restricted stock units, performance-based stock options, and issuer stock units under a deferred savings plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/29/2025 - 04:04 PM Learn about SEC filing dates

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^*

Katz Michael Robert

(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)
10/25/2025

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	10/25/2025	10/27/2025	M		2,938(1)	A	$73.69	41,432	D
Common Stock	10/25/2025	10/27/2025	F		1,336	D	$73.69	40,096	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)	10/25/2025	10/27/2025	M			2,938	(2)	(2)	Common Stock	2,938	$0	43,232	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	20,998		20,998	D
Performance-Based Stock Options	(4)							(4)	(4)	Common Stock	56,187		56,187	D
Deferred Savings Plan Issuer Stock Units	(5)							(5)	(5)	Common Stock	847.647		847.647	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 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 on a 1 to 1 basis upon the vesting date.

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

5. 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 the units to alternative investments in the future.

Remarks:

Executive Vice President, Chief Financial Officer

	/s/ Julie Watson, Attorney-in-Fact	10/29/2025
	** 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.