X0306 4 2019-02-21 0001535929 Voya Financial, Inc. VOYA 0001448864 Walsh Patricia J 230 PARK AVENUE NEW YORK NY 10169 1 See Remarks Common Stock 2019-02-21 4 M 0 4130 A 24270 D Common Stock 2019-02-21 4 F 0 2046 50.03 D 22224 D Restricted Stock Units 2019-02-21 4 M 0 4130 0 D Common Stock 4130 19370 D Restricted Stock Units 2019-02-21 4 A 0 10883 0 A Common Stock 10883 30253 D Performance Stock Unit 2019-02-21 4 A 0 13724 0 A Common Stock 13724 57136 D Performance-Based Stock Options 50.03 2019-02-21 4 A 0 71174 0 A 2029-02-21 Common Stock 71174 158574 D Deferred Savings Plan Issuer Stock Units Common Stock 1215.349 1215.349 D 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. The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date. Each stock unit represents a conditional right to receive one share of the company's common stock. 1/3 of the restricted stock units will vest on February 21, 2020, 1/3 on February 21, 2021 and 1/3 on February 21, 2022. The number of shares of common stock that will be delivered for each performance stock unit depends on the achievement of certain performance factors. Depending on actual performance, the number of shares of common stock delivered upon the vesting date (February 21, 2022) can range from 0% to 150% of the number presented above. The options are subject to vesting conditions based on the achievement of certain cost saving targets. The options generally become exercisable one year following achievement of the relevant vesting condition. To the extent that the relevant vesting condition discussed in footnote (6) has not been met by December 31, 2020, any unvested options will be forfeited. 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 these units to alternative investments in the future. Executive Vice President and Chief Legal Officer /s/ Jean Weng, Attorney in Fact 2019-02-25