Voya Financial (VOYA) EVP & Chief Auditor reports RSU vesting and tax share sale

Rhea-AI Filing Summary

Voya Financial (VOYA) Executive Vice President and Chief Auditor reported routine equity compensation activity. On 11/28/2025, the officer acquired 455 shares of common stock at $0 upon the vesting and conversion of restricted stock units granted as compensation. On the same date, 144 shares were withheld and disposed of at $70.30 per share, typically to cover tax obligations, leaving 7,587 common shares held directly after these transactions.

The filing also shows 3,324 restricted stock units outstanding, which convert to common stock on a 1-for-1 basis upon future vesting, and 5,026 performance stock units that convert to common stock based on the achievement of specified performance factors. These awards reflect ongoing equity-based compensation rather than open-market buying or selling.

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^*

Tressy Rachel

(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)
11/28/2025

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	11/28/2025		M		455(1)	A	$0	7,731	D
Common Stock	11/28/2025		F		144	D	$70.3	7,587	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)	11/28/2025		M			455	(2)	(2)	Common Stock	455	$0	3,324	D
Performance Stock Unit	(3)							(3)	(3)	Common Stock	5,026		5,026	D

Explanation of Responses:

1. Delivery of the 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 awarded 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:

Executive Vice President, Chief Auditor

	/s/ Julie Watson, Attorney-in-Fact	12/02/2025
	** 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

What insider transaction did Voya Financial (VOYA) report on November 28, 2025?

On 11/28/2025, a Voya Financial Executive Vice President acquired 455 shares of common stock at $0 upon the vesting of restricted stock units granted as compensation.

How many Voya Financial (VOYA) shares does the reporting officer own after this Form 4?

Following the reported transactions, the officer beneficially owns 7,587 shares of Voya Financial common stock directly.

Why were 144 Voya Financial (VOYA) shares disposed of at $70.30?

The filing shows 144 shares of common stock disposed of at $70.30 per share, reported with transaction code F, which indicates shares withheld, generally to satisfy tax obligations tied to the vesting of equity awards.

What restricted stock units are held by the Voya Financial (VOYA) officer?

The officer holds 3,324 restricted stock units, which were awarded as compensation and will convert to Voya Financial common stock on a 1-to-1 basis upon their respective vesting dates.

What performance stock units does the Voya Financial (VOYA) executive hold?

The filing lists 5,026 performance stock units that were awarded as compensation and will convert to common stock based on the achievement of specified performance factors.

What is the reporting person’s role at Voya Financial (VOYA)?

The reporting person is identified as an Executive Vice President, Chief Auditor of Voya Financial, Inc.