VOYA Insider Filing: RSU Vesting and Partial Sale by CHRO

Rhea-AI Filing Summary

Thompson Brannigan C, Executive Vice President and Chief Human Resources Officer of Voya Financial (VOYA), reported transactions on 08/18/2025. 1,644 restricted stock units vested and converted 1:1 into common shares that were delivered without payment. The reporting person sold 739 shares at $73.91. After these transactions, the reporting person beneficially owned 8,478 common shares (direct), plus 17,500 performance stock units and 3,617 performance-based stock options, all held in a direct form. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• 1,644 RSUs vested and converted 1:1, indicating alignment of executive pay with company retention practices
• Substantial performance-based awards outstanding: 17,500 PSUs and 3,617 performance options remain, aligning incentives to performance

Negative

• Sale of 739 shares at $73.91 reduced direct common stock holdings, which could be perceived as a partial liquidation of holdings

Insights

Corporate Governance Expert

TL;DR: Insider received compensation via vesting and executed a partial sale; holdings include significant performance awards.

The Form 4 shows routine executive compensation activity: 1,644 RSUs vested and converted to common stock with no payment, indicating scheduled equity compensation delivery. A portion of shares (739) was sold at a disclosed price of $73.91, reducing the reporting person's immediate share count to 7,739 before accounting for other holdings. Material outstanding incentive instruments include 17,500 PSUs and 3,617 performance-based options, which represent future equity upside tied to performance conditions. These entries are standard disclosures under Section 16 and do not, by themselves, indicate governance irregularities.

Executive Compensation Analyst

TL;DR: Transactions reflect normal vesting and partial disposition; substantial performance awards remain unvested or contingent.

The reporting indicates conversion of RSUs to common stock upon vesting (1:1) and a contemporaneous sale of 739 shares at $73.91, consistent with compensation monetization or diversification. The Form 4 lists 17,500 performance stock units and 3,617 performance-based stock options as outstanding and held directly, which could materially affect future compensation expense and dilution if earned and exercised. All actions appear to be compensation-related and documented per filing requirements.

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
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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^*

Thompson Brannigan C

(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
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		M		1,644	A	$0(1)	8,478	D
Common Stock	08/18/2025		F		739	D	$73.91	7,739	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)	08/18/2025		M			1,644	(2)	(2)	Common Stock	1,644	$0	14,124	D
Performance Stock Unit	(3)							(3)	(3)	Common Stock	17,500		17,500	D
Performance-Based Stock Options	(4)							(4)	(4)	Common Stock	3,617		3,617	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 awarded as compensation.

2. The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.

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

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

Remarks:

Executive Vice President, Chief Human Resources Officer

	/s/ Julie Watson, Attorney-in-Fact	08/20/2025
	** 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.
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FAQ

What insider transactions did VOYA executive Thompson Brannigan C report on 08/18/2025?

The Form 4 shows 1,644 restricted stock units vested and converted to common stock and a sale of 739 shares at $73.91 on 08/18/2025.

How many shares does Thompson Brannigan C beneficially own after the reported transactions?

The filing reports 8,478 common shares beneficially owned following the reported transactions, along with outstanding awards.

What performance awards does the VOYA executive hold according to the Form 4?

The reporting person holds 17,500 performance stock units and 3,617 performance-based stock options, all reported as direct holdings.

Was any consideration paid for the vested restricted stock units?

No consideration was paid; the Form 4 states the vested restricted stock units were delivered to the reporting person without payment.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by /s/ Julie Watson, Attorney-in-Fact on 08/20/2025.