Sec Form 4 Filing - Katz Michael Robert @ Voya Financial, Inc. - 2022-07-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Katz Michael Robert 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 (Last) (First) (Middle) 230 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2022 (Street) NEW YORK, NY10169 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 14,992 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 1 ) 07/07/2022 A 11,754 ( 2 ) ( 2 ) Common Stock 11,754 $ 0 31,948 D Restricted Stock Units ( 1 ) 07/07/2022 A 5,037 ( 3 ) ( 3 ) Common Stock 5,037 $ 0 16,847 D Deferred Savings Plan Issuer Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 803.624( 5 ) 803.624 D Performance-Based Stock Options ( 6 ) ( 6 ) ( 6 ) Common Stock 56,187 56,187 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Katz Michael Robert 230 PARK AVENUE NEW YORK, NY10169 See Remarks Signatures /s/ Rachel Reid, Attorney-in-Fact 07/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each stock unit represents a conditional right to receive one share of the company's common stock. ( 2 )The performance stock units (PSUs) use the Company's stock price as vesting hurdles over a three-year period ending June 30, 2025. There are six vesting hurdles ranging from $69.10 to $119.10, in $10 increments, with each hurdle providing for vesting of an amount of common shares equal to 25% of the PSUs granted, for a maximum number of shares delivered equal to 150% of the amount of PSUs granted. Consequently, the PSUs granted could result in delivery of a maximum of 17,631 shares of common stock. A hurdle is met when the Company's 30-day volume-weighted average stock price is equal to or greater than the hurdle amount, provided that no vesting may occur before July 1, 2023. Upon vesting, the recipient receives delivery of the relevant amount of shares only after the expiration of a one-year holding period from the vesting date, and will not receive any such shares if the recipient voluntarily terminates employment or is terminated for cause on or before such delivery date. ( 3 )1/3 of the restricted stock units will vest on July 1, 2023, 1/3 on July 1, 2024 and 1/3 on July 1, 2025. ( 4 )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. ( 5 )Includes a dividend of 5.039 shares. ( 6 )The options vest based on the conditions set forth in their respective agreements.

Remarks: Executive Vice President, Chief Strategy, Planning and Investor Relations Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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