株探米国株
エドガーで原本を確認する
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
——————————————————————
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026

OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                           to                           

Commission File Number: 001-35897

Voya Financial, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-1222820
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
200 Park Avenue
New York, New York
10166
(212) 309-8200
(Address of principal executive offices) (Zip Code) (Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.01 par value VOYA New York Stock Exchange
Depositary Shares, each representing a 1/40th
 VOYAPrB New York Stock Exchange
interest in a share of 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B, $0.01 par value
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.           ☒ Yes    ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  
☒ Yes    ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer     ☐
Non-accelerated filer      ☐ Smaller reporting company      ☐
Emerging growth company      ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).             ☐ Yes    ☒ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.             ☐ Yes    ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of July 31, 2026, 90,596,349 shares of Common Stock, $0.01 par value, were outstanding.

1

Voya Financial, Inc.
Form 10-Q for the period ended June 30, 2026
Table of Contents
PART I.
FINANCIAL INFORMATION
Page
Item 1. Financial Statements:
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
2
Table of Contents
NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward-looking statement due to, among other things, (i) global market and geopolitical risks (including war and terrorism), including general economic conditions, impacts of a U.S. government shutdown, tariffs imposed or proposed by the U.S. or foreign governments and our ability to manage such risks; (ii) liquidity and credit risks, including financial strength or credit ratings downgrades, requirements to post collateral, and availability of funds through dividends from our subsidiaries or lending programs; (iii) strategic and business risks, including our ability to maintain market share, achieve desired results from our acquisitions and dispositions, adapt to disruptive technology or innovations, or otherwise manage our third-party relationships; (iv) investment risks, including the ability to achieve desired returns and liquidate certain assets; (v) operational risks, including cybersecurity and privacy failures and our dependence on third parties; and (vi) tax, regulatory and legal risks, including limits on our ability to use deferred tax assets, changes in law, regulation or accounting standards, and our ability to comply with regulations. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Trends and Uncertainties" in the Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q.
The risks included here are not exhaustive. Current reports on Form 8-K and other documents filed with the Securities and Exchange Commission ("SEC") include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all of them.
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PART I.    FINANCIAL INFORMATION

Item 1.        Financial Statements
Voya Financial, Inc.
Condensed Consolidated Balance Sheets
June 30, 2026 (Unaudited) and December 31, 2025
(In millions, except share and per share data)
June 30,
2026		 December 31,
2025
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $28,236 and $28,724 as of 2026 and 2025, respectively; net of allowance for credit losses of $25 and $26 as of 2026 and 2025, respectively)
 $ 26,406  $ 27,150 
Fixed maturities, at fair value using the fair value option 1,576  1,740 
Equity securities, at fair value 202  201 
Short-term investments 179  145 
Mortgage loans on real estate (net of allowance for credit losses of $25 and $31 as of 2026 and 2025, respectively)
 5,459  5,577 
Policy loans 312  323 
Limited partnerships/corporations 1,879  1,891 
Derivatives 197  197 
Other investments 89  86 
Securities pledged (amortized cost of $1,482 and $1,388 as of 2026 and 2025, respectively)
 1,351  1,261 
Total investments 37,650  38,571 
Cash and cash equivalents 1,008  1,228 
Short-term investments under securities loan agreements, including collateral delivered 964  984 
Accrued investment income 413  414 
Premium receivable and reinsurance recoverable (net of allowance for credit losses of $15 and $16 as of 2026 and 2025, respectively)
 10,426  10,713 
Deferred policy acquisition costs ("DAC") and Value of business acquired ("VOBA") 2,328  2,401 
Deferred income taxes 1,872  1,871 
Goodwill 804  804 
Other intangibles, net 854  874 
Other assets (net of allowance for credit losses of $0 as of 2026 and 2025)
 3,110  3,167 
Assets related to consolidated investment entities ("CIEs"):
Limited partnerships/corporations, at fair value 2,854  3,142 
Cash and cash equivalents 77  120 
Corporate loans, at fair value using the fair value option 965  1,350 
Other assets 197  213 
Assets held in separate accounts 119,424  113,007 
Total assets $ 182,946  $ 178,859 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Voya Financial, Inc.
Condensed Consolidated Balance Sheets
June 30, 2026 (Unaudited) and December 31, 2025
(In millions, except share and per share data)
June 30,
2026		 December 31, 2025
Liabilities:
Future policy benefits $ 8,845  $ 8,982 
Contract owner account balances 39,679  40,374 
Payables under securities loan and repurchase agreements, including collateral held 1,309  1,273 
Short-term debt 153  586 
Long-term debt 1,950  1,518 
Derivatives 248  282 
Other liabilities 2,643  3,210 
Liabilities related to CIEs:
Collateralized loan obligations notes, at fair value using the fair value option 902  1,134 
Other liabilities 1,151  1,454 
Liabilities related to separate accounts 119,424  113,007 
Total liabilities $ 176,304  $ 171,820 
Commitments and Contingencies (Note 18)
Mezzanine equity:
Redeemable noncontrolling interest $ 230  $ 222 
Shareholders' equity:
Preferred stock ($0.01 par value per share; $625 aggregate liquidation preference as of 2026 and 2025)
 —  — 
Common stock ($0.01 par value per share; 900,000,000 shares authorized; 108,606,237 and 107,424,252 shares issued as of 2026 and 2025, respectively; 90,586,252 and 93,842,616 shares outstanding as of 2026 and 2025, respectively)
 1  1 
Treasury stock (at cost; 18,019,985 and 13,581,636 shares as of 2026 and 2025, respectively)
 (1,347) (1,010)
Additional paid-in capital 6,421  6,358 
Accumulated other comprehensive income (loss) (1,952) (1,788)
Retained earnings:
Unappropriated 1,562  1,392 
Total Voya Financial, Inc. shareholders' equity 4,685  4,953 
Noncontrolling interest 1,727  1,864 
Total shareholders' equity 6,412  6,817 
Total liabilities, mezzanine equity and shareholders' equity $ 182,946  $ 178,859 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Voya Financial, Inc.
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)
(In millions, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
Net investment income $ 537  $ 584  $ 1,106  $ 1,144 
Fee income 620  577  1,224  1,147 
Premiums 716  718  1,460  1,455 
Net gains (losses)
 (40) (41) (85) (75)
Other revenue 112  100  221  204 
Income (loss) related to CIEs:
Net investment income (loss) (49) 43  1  75 
Total revenues 1,896  1,981  3,927  3,950 
Benefits and expenses:
Policyholder benefits 560  541  1,124  1,120 
Interest credited to contract owner account balances
 265  260  520  516 
Operating expenses
 898  857  1,746  1,681 
Net amortization of DAC and VOBA
 62  58  127  120 
Interest expense 33  28  62  60 
Operating expenses related to CIEs:
Interest expense 35  35  67  70 
Other expense 9  14  17  22 
Total benefits and expenses 1,862  1,793  3,663  3,589 
Income (loss) before income taxes
 34  188  264  361 
Income tax expense (benefit) 16  27  51  49 
Net income (loss)
 18  161  213  312 
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest
 (76) (5) (63) (10)
Net income (loss) available to Voya Financial, Inc.
 94  166  276  322 
Less: Preferred stock dividends 4  4  21  21 
Net income (loss) available to Voya Financial, Inc.'s common shareholders
 $ 90  $ 162  $ 255  $ 301 
Net income (loss) available to Voya Financial, Inc.'s common shareholders per common share:
Basic
 $ 0.99  $ 1.69  $ 2.77  $ 3.14 
Diluted
 $ 0.97  $ 1.66  $ 2.73  $ 3.09 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Voya Financial, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
For the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)
(In millions)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss)
 $ 18  $ 161  $ 213  $ 312 
Other comprehensive income (loss), before tax:
Change in current discount rate 20  16  52  28 
Unrealized gains (losses) on investments 118  128  (259) 472 
Other comprehensive income (loss), before tax 138  144  (207) 500 
Income tax expense (benefit) related to items of other comprehensive income (loss) 29  30  (43) 105 
Other comprehensive income (loss), after tax 109  114  (164) 395 
Comprehensive income (loss)
 127  275  49  707 
Less: Comprehensive income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest
 (76) (5) (63) (10)
Comprehensive income (loss) attributable to Voya Financial, Inc.
 $ 203  $ 280  $ 112  $ 717 




The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Table of Contents
Voya Financial, Inc.
Condensed Consolidated Statements of Changes in Shareholders' Equity
For the Three Months Ended June 30, 2026 (Unaudited)
(In millions)
Common
Stock		 Treasury
Stock		 Additional
Paid-In
Capital		 Accumulated
Other
Comprehensive
Income (Loss)
Retained Earnings (Deficit)
 Total
Voya
Financial, Inc.
Shareholders'
Equity		 Noncontrolling
Interest		 Total
Shareholders'
Equity		 Mezzanine Equity: Redeemable Noncontrolling Interest
Unappropriated
Balance as of April 1, 2026 $ 1  $ (1,188) $ 6,395  $ (2,061) $ 1,511  $ 4,658  $ 1,822  $ 6,480  $ 226 
Comprehensive income (loss):
Net income (loss)
 —  —  —  —  94  94  (92) 2  16 
Other comprehensive income (loss), after tax
 —  —  —  109  —  109  —  109  — 
Total comprehensive income (loss) 203  (92) 111  16 
Common stock acquired - Share repurchase —  (150) —  —  —  (150) —  (150) — 
Dividends on preferred stock —  —  —  —  (4) (4) —  (4) — 
Dividends on common stock —  —  —  —  (42) (42) —  (42) — 
Share-based compensation —  (9) 26  —  3  20  —  20  — 
Contributions from (Distributions to) noncontrolling interest, net —  —  —  —  —  —  (3) (3) (12)
Balance as of June 30, 2026 $ 1  $ (1,347) $ 6,421  $ (1,952) $ 1,562  $ 4,685  $ 1,727  $ 6,412  $ 230 



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Voya Financial, Inc.
Condensed Consolidated Statements of Changes in Shareholders' Equity
For the Six Months Ended June 30, 2026 (Unaudited)
(In millions)
Common
Stock		 Treasury
Stock		 Additional
Paid-In
Capital		 Accumulated
Other
Comprehensive
Income (Loss)		 Retained Earnings (Deficit) Total
Voya
Financial, Inc.
Shareholders'
Equity		 Noncontrolling
Interest		 Total
Shareholders'
Equity		 Mezzanine Equity: Redeemable Noncontrolling Interest
Unappropriated
Balance as of January 1, 2026 $ 1  $ (1,010) $ 6,358  $ (1,788) $ 1,392  $ 4,953  $ 1,864  $ 6,817  $ 222 
Comprehensive income (loss):
Net income (loss)
 —  —  —  —  276  276  (88) 188  25 
Other comprehensive income (loss), after tax —  —  —  (164) —  (164) —  (164) — 
Total comprehensive income (loss) 112  (88) 24  25 
Common stock issuance —  —  3  —  —  3  —  3  — 
Common stock acquired - Share repurchase —  (301) —  —  —  (301) —  (301)
Dividends on preferred stock —  —  —  —  (21) (21) —  (21) — 
Dividends on common stock —  —  —  —  (86) (86) —  (86) — 
Share-based compensation —  (36) 60  —  2  26  —  26 
Contributions from (Distributions to) noncontrolling interest, net —  —  —  —  (1) (1) (49) (50) (17)
Balance as of June 30, 2026 $ 1  $ (1,347) $ 6,421  $ (1,952) $ 1,562  $ 4,685  $ 1,727  $ 6,412  $ 230 






The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Voya Financial, Inc.
Condensed Consolidated Statements of Changes in Shareholders' Equity
For the Three Months Ended June 30, 2025 (Unaudited)
(In millions)
Common
Stock		 Treasury
Stock		 Additional
Paid-In
Capital		 Accumulated
Other
Comprehensive
Income (Loss)
Retained Earnings (Deficit)
 Total
Voya
Financial, Inc.
Shareholders'
Equity		 Noncontrolling
Interest		 Total
Shareholders'
Equity		 Mezzanine Equity: Redeemable Noncontrolling Interest
Unappropriated
Balance as of April 1, 2025 $ 1  $ (788) $ 6,299  $ (2,181) $ 1,052  $ 4,383  $ 1,764  $ 6,147  $ 214 
Comprehensive income (loss):
Net income (loss)
 —  —  —  —  166  166  (16) 150  11 
Other comprehensive income (loss), after tax —  —  —  114  —  114  —  114  — 
Total comprehensive income (loss) 280  (16) 264  11 
Net consolidations (deconsolidations) of CIEs
 —  —  —  —  —  —  (2) (2) — 
Dividends on preferred stock —  —  —  —  (4) (4) —  (4) — 
Dividends on common stock —  —  —  —  (44) (44) —  (44) — 
Share-based compensation —  (8) 22  —  (1) 13  —  13  — 
Contributions from (Distributions to) noncontrolling interest, net —  —  —  —  1  1  (37) (36) (10)
Balance as of June 30, 2025 $ 1  $ (796) $ 6,321  $ (2,067) $ 1,170  $ 4,629  $ 1,709  $ 6,338  $ 215 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Voya Financial, Inc.
Condensed Consolidated Statements of Changes in Shareholders' Equity
For the Six Months Ended June 30, 2025 (Unaudited)
(In millions)
Common
Stock		 Treasury
Stock		 Additional
Paid-In
Capital		 Accumulated
Other
Comprehensive
Income (Loss)		 Retained Earnings (Deficit) Total
Voya
Financial, Inc.
Shareholders'
Equity		 Noncontrolling
Interest		 Total
Shareholders'
Equity		 Mezzanine Equity: Redeemable Noncontrolling Interest
Unappropriated
Balance as of January 1, 2025 $ 1  $ (754) $ 6,266  $ (2,462) $ 954  $ 4,005  $ 1,783  $ 5,788  $ 219 
Comprehensive income (loss):
Net income (loss)
 —  —  —  —  322  322  (31) 291  21 
Other comprehensive income (loss), after tax —  —  —  395  —  395  —  395  — 
Total comprehensive income (loss) 717  (31) 686  21 
Net consolidations (deconsolidations) of CIEs —  —  —  —  —  —  (2) (2)
Common stock issuance —  —  3  —  —  3  —  3  — 
Dividends on preferred stock —  —  —  —  (21) (21) —  (21) — 
Dividends on common stock —  —  —  —  (87) (87) —  (87) — 
Share-based compensation —  (42) 52  —  (1) 9  —  9  — 
Contributions from (Distributions to) noncontrolling interest, net —  —  —  —  3  3  (41) (38) (25)
Balance as of June 30, 2025 $ 1  $ (796) $ 6,321  $ (2,067) $ 1,170  $ 4,629  $ 1,709  $ 6,338  $ 215 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Voya Financial, Inc.
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2026 and 2025 (Unaudited)
(In millions)
Six Months Ended June 30,
2026 2025
Cash Flows from Operating Activities:
Net cash provided by (used in) operating activities
 $ 467  $ 563 
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities 4,398  4,115 
Equity securities 40  82 
Mortgage loans on real estate 618  391 
Limited partnerships/corporations 139  107 
Acquisition of:
Fixed maturities (4,142) (3,800)
Equity securities (35) (42)
Mortgage loans on real estate (496) (447)
Limited partnerships/corporations (106) (214)
Short-term investments, net (34) (42)
Derivatives, net 45  (44)
Sales from CIEs 907  664 
Purchases within CIEs (1,067) (1,140)
Collateral received (delivered), net 56  (156)
Receipts on deposit asset contracts 53  64 
Cash and cash equivalents acquired from business acquisitions, net of cash paid (1)
—  224 
Other, net (4) (41)
Net cash provided by (used in) investing activities 372  (279)
Cash Flows from Financing Activities:
Deposits received for investment contracts 1,778  2,002 
Maturities and withdrawals from investment contracts (2,787) (2,723)
Proceeds from issuance of long-term debt, net
 446  — 
Repayments of long-term debt, including current maturities (447) (400)
Borrowings of CIEs 683  719 
Repayments of borrowings of CIEs (720) (831)
Contributions from (distributions to) participants in CIEs, net 543  965 
Proceeds from issuance of common stock, net 3  3 
Common stock acquired - Share repurchase (300) — 
Dividends paid on preferred stock (21) (21)
Dividends paid on common stock (including dividend equivalent payments of $4 and $3 as of 2026 and 2025, respectively)
 (90) (90)
Contingent consideration paid
 (130) (34)
Other, net (60) (67)
Net cash provided by (used in) financing activities (1,102) (477)
Net increase (decrease) in cash and cash equivalents, including cash in CIEs (263) (193)
Cash and cash equivalents, including cash in CIEs, beginning of period 1,348  1,514 
Cash and cash equivalents, including cash in CIEs, end of period $ 1,085  $ 1,321 
(1) Includes $274 of cash equivalents received in 2025 as part of the OneAmerica acquisition.
June 30,
2026		 December 31,
2025
Reconciliation of cash and cash equivalents, including cash in CIEs:
Cash and cash equivalents $ 1,008  $ 1,228 
Cash and cash equivalents in CIEs 77  120 
Total cash and cash equivalents, including cash in CIEs $ 1,085  $ 1,348 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)

1.    Business, Basis of Presentation and Significant Accounting Policies

Business

Voya Financial, Inc., together with its subsidiaries (collectively, the "Company"), is a financial services organization that offers a broad range of retirement services, group insurance and supplemental health products, investment management services and mutual funds primarily in the United States. Products and services are provided by the Company through three segments: Retirement, Investment Management and Employee Benefits. Activities not directly related to the Company's segments and certain run-off activities that are not meaningful to the Company's business strategy are included within Corporate. See Note 9, Segments to these Condensed Consolidated Financial Statements.

On January 2, 2025, the Company completed the acquisition of the full-service retirement plan business of OneAmerica Financial through the purchase of legal entities and an indemnity reinsurance agreement. The acquisition adds scale and a broader set of capabilities to the Company's full-service business in Retirement, including incremental assets in emerging and mid-market segments, employee stock ownership plan capabilities and new distribution partnerships. The purchase consideration included $50 in cash paid at closing and contingent consideration based on plan persistency and transition incentives. During the first quarter of 2026, the Company paid $129 of contingent consideration, with up to $20 remaining payable later in 2026 based on the achievement of transition incentives.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and are unaudited. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates, and the differences may be material to the Condensed Consolidated Financial Statements.

The Condensed Consolidated Financial Statements include the accounts of Voya Financial, Inc. and its subsidiaries, as well as other voting interest entities ("VOEs") and variable interest entities ("VIEs") in which the Company has a controlling financial interest. See Note 19, Consolidated and Nonconsolidated Investment Entities to these Condensed Consolidated Financial Statements. Intercompany transactions and balances have been eliminated.

Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. These reclassifications had no impact on Net income (loss) or Total shareholders' equity.

The accompanying Condensed Consolidated Financial Statements are unaudited and reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Future Adoption of Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"), which requires the following disclosures:
•Disclose the amounts of (a) employee compensation; (b) depreciation; and (c) intangible asset amortization included in each relevant expense caption.
•Include certain amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
•Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.
•Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and should be applied either prospectively or retrospectively. The Company is in the process of determining the disclosures that may be required by the adoption of the provisions of ASU 2024-03.

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"), which amends certain aspects of accounting for, and disclosure of, internal-use software costs. Key amendments include:
•Elimination of software development stages used to determine capitalization
•Capitalization of software costs when both of the following occur:
◦Management has authorized and committed to funding the software project
◦It is probable that the project will be completed and the software will be used to perform the function intended ("probable-to-complete recognition threshold")
•Disclosures in Subtopic 360-10, Property, Plant, and Equipment, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements.

The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. Entities may adopt ASU 2025-06 using a prospective, retrospective, or modified transition approach. The Company is in the process of determining the impact of adopting the provisions of ASU 2025-06.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
2.    Investments (excluding Consolidated Investment Entities)

Fixed Maturities

Available-for-sale and fair value option ("FVO") fixed maturities were as follows as of June 30, 2026:
Amortized Cost Gross Unrealized Capital Gains Gross Unrealized Capital Losses
Embedded Derivatives(2)
Allowance for credit losses Fair Value
Fixed maturities:
U.S. Treasuries
 $ 708  $ 1  $ 60  $ —  $ —  $ 649 
U.S. Government agencies and authorities
 30  —  —  —  —  30 
State, municipalities and political subdivisions 542  —  92  —  —  450 
U.S. corporate public securities
 8,840  128  950  —  —  8,018 
U.S. corporate private securities 5,699  42  230  —  3  5,508 
Foreign corporate public securities and foreign governments(1)
2,887  46  218  —  2  2,713 
Foreign corporate private securities(1)
2,736  37  63  —  8  2,702 
Residential mortgage-backed securities 4,354  37  211  (3) —  4,177 
Commercial mortgage-backed securities 2,724  3  393  —  —  2,334 
Other asset-backed securities 2,774  28  38  —  12  2,752 
Total fixed maturities, including securities pledged 31,294  322  2,255  (3) 25  29,333 
Less: Securities pledged 1,482  —  131  —  —  1,351 
Total fixed maturities $ 29,812  $ 322  $ 2,124  $ (3) $ 25  $ 27,982 
(1) Primarily U.S. dollar denominated.
(2) Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Net gains (losses) in the Condensed Consolidated Statements of Operations.


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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Available-for-sale and FVO fixed maturities were as follows as of December 31, 2025:
Amortized Cost Gross Unrealized Capital Gains Gross Unrealized Capital Losses
Embedded Derivatives(2)
Allowance for credit losses Fair Value
Fixed maturities:
U.S. Treasuries $ 663  $ 2  $ 51  $ —  $ —  $ 614 
U.S. Government agencies and authorities 30  1  —  —  —  31 
State, municipalities and political subdivisions 606  —  96  —  —  510 
U.S. corporate public securities 8,600  177  913  —  —  7,864 
U.S. corporate private securities 5,748  86  203  —  9  5,622 
Foreign corporate public securities and foreign governments(1)
2,926  69  215  —  2  2,778 
Foreign corporate private securities(1)
2,805  61  49  —  8  2,809 
Residential mortgage-backed securities 4,489  54  200  1  —  4,344 
Commercial mortgage-backed securities 3,071  6  401  —  —  2,676 
Other asset-backed securities 2,914  27  31  —  7  2,903 
Total fixed maturities, including securities pledged 31,852  483  2,159  1  26  30,151 
Less: Securities pledged 1,388  —  127  —  —  1,261 
Total fixed maturities
 $ 30,464  $ 483  $ 2,032  $ 1  $ 26  $ 28,890 
(1) Primarily U.S. dollar denominated.
(2) Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Net gains (losses) in the Condensed Consolidated Statements of Operations.

The amortized cost and fair value of fixed maturities, including securities pledged, as of June 30, 2026, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called or prepaid. Mortgage-backed securities ("MBS") and Other asset-backed securities ("ABS") are shown separately because they are not due at a single maturity date.
Amortized Cost
Fair Value
Due to mature:
One year or less $ 826  $ 825 
After one year through five years 3,387  3,359 
After five years through ten years 3,766  3,721 
After ten years 13,463  12,165 
Mortgage-backed securities 7,078  6,511 
Other asset-backed securities 2,774  2,752 
Fixed maturities, including securities pledged $ 31,294  $ 29,333 

As of June 30, 2026 and December 31, 2025, the Company did not have any investments in a single issuer, other than obligations of the U.S. Government and government agencies, with a carrying value in excess of 10% of the Company's Total shareholders' equity.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Securities Lending Program

The following table presents collateral held by asset class that the Company pledged under securities lending as of the dates indicated:
June 30, 2026 December 31, 2025
U.S. Treasuries $ 104  $ 52 
U.S. corporate public securities 466  495 
Short-term investments and cash equivalents
 —  16 
Foreign corporate public securities and foreign governments 245  199 
Total(1)
$ 815  $ 762 
(1) As of June 30, 2026 and December 31, 2025, liabilities to return cash collateral were $740 and $726, respectively, and included in Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.

The Company's securities lending activities are conducted on an overnight basis, and all securities loaned can be recalled at any time. The Company does not offset assets and liabilities associated with its securities lending program.

Allowance for credit losses

The following tables presents a rollforward of the allowance for credit losses on available-for-sale fixed maturity securities for the periods presented:
Six Months Ended June 30, 2026
U.S. corporate private securities
 Commercial mortgage-backed securities Foreign corporate public securities and foreign governments Foreign corporate private securities Other asset-backed securities Total
Balance as of January 1 $ 9  $ —  $ 2  $ 8  $ 7  $ 26 
Credit losses on securities for which credit losses were not previously recorded —  —  —  —  3  3 
Reductions for securities sold during the period (7) —  —  —  —  (7)
Increase (decrease) on securities with allowance recorded in previous period 1  —  —  —  2  3 
Balance as of June 30 $ 3  $ —  $ 2  $ 8  $ 12  $ 25 

Year Ended December 31, 2025
U.S. corporate private securities
 Commercial mortgage-backed securities
Foreign corporate public securities and foreign governments
 Foreign corporate private securities Other asset-backed securities Total
Balance as of January 1 $ 6  $ 17  $ 2  $ 9  $ 4  $ 38 
Credit losses on securities for which credit losses were not previously recorded 9  —  —  —  3  12 
Reductions for securities sold during the period (6) (17) —  —  —  (23)
Increase (decrease) on securities with allowance recorded in previous period —  —  —  (1) —  (1)
Balance as of December 31 $ 9  $ —  $ 2  $ 8  $ 7  $ 26 

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
For additional information about the Company’s methodology and significant inputs used in determining whether a credit loss exists, see Note 1, Business, Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements in Part II, Item 8. of the Annual Report on Form 10-K.

Unrealized Capital Losses

The following tables present available-for-sale fixed maturities, including securities pledged, for which an allowance for credit losses has not been recorded by investment category and duration as of the dates indicated:

As of June 30, 2026
Twelve Months or Less
Below Amortized Cost
More Than Twelve Months
Below Amortized Cost
 Total
Fair Value Unrealized Capital Losses Fair Value Unrealized Capital Losses Fair Value Unrealized Capital Losses
U.S. Treasuries $ 310  $ 8  $ 291  $ 52  $ 601  $ 60 
U.S. Government agencies and authorities 15  —  —  —  15  — 
State, municipalities and political subdivisions 4  —  438  92  442  92 
U.S. corporate public securities 1,145  51  4,105  899  5,250  950 
U.S. corporate private securities 1,300  20  1,959  210  3,259  230 
Foreign corporate public securities and foreign governments 460  7  1,086  211  1,546  218 
Foreign corporate private securities 679  9  894  54  1,573  63 
Residential mortgage-backed 629  10  967  201  1,596  211 
Commercial mortgage-backed 88  1  1,957  392  2,045  393 
Other asset-backed 625  11  219  27  844  38 
Total $ 5,255  $ 117  $ 11,916  $ 2,138  $ 17,171  $ 2,255 

As of December 31, 2025
Twelve Months or Less
Below Amortized Cost
More Than Twelve Months
Below Amortized Cost
 Total
Fair Value Unrealized Capital Losses Fair Value Unrealized Capital Losses Fair Value Unrealized Capital Losses
U.S. Treasuries $ 257  $ 4  $ 291  $ 47  $ 548  $ 51 
State, municipalities and political subdivisions 4  —  493  96  497  96 
U.S. corporate public securities 568  42  4,282  871  4,850  913 
U.S. corporate private securities 348  4  2,334  199  2,682  203 
Foreign corporate public securities and foreign governments 163  4  1,247  211  1,410  215 
Foreign corporate private securities 70  1  1,118  48  1,188  49 
Residential mortgage-backed 244  2  1,170  198  1,414  200 
Commercial mortgage-backed 75  1  2,243  400  2,318  401 
Other asset-backed 251  3  260  28  511  31 
Total $ 1,980  $ 61  $ 13,438  $ 2,098  $ 15,418  $ 2,159 

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
As of June 30, 2026 and December 31, 2025, the Company concluded that an allowance for credit losses was not warranted for the securities above because the unrealized losses are interest rate related. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

As of June 30, 2026, the weighted average duration of the Company's fixed maturities portfolio, including securities pledged, is between 6 and 6.5 years.

Evaluating Securities for Intent Impairments

The Company may sell securities during the period in which fair value has declined below amortized cost for fixed maturities. In certain situations, new factors, including changes in the business environment, can change the Company’s previous intent to continue holding a security. Accordingly, these factors may lead the Company to record additional intent related capital losses. Intent impairments were $14 and $18 for the three and six months ended June 30, 2026, respectively. Intent impairments were zero and $19 for the three and six months ended June 30, 2025, respectively.

Debt Modifications

The Company evaluates all debt modifications to determine whether a modification results in a new loan or a continuation of an existing loan. Disclosures are required for loan modifications with borrowers experiencing financial difficulty. For the three and six months ended June 30, 2026 and 2025, the Company had no material debt modifications that require such disclosure.

Mortgage Loans on Real Estate
 
The Company diversifies its commercial mortgage loan portfolio by geographic region and property type to reduce concentration risk. The Company manages risk when originating commercial mortgage loans by generally lending only up to 75% of the estimated fair value of the underlying real estate. Subsequently, the Company continuously evaluates mortgage loans based on relevant current information including a review of loan-specific performance, property characteristics and market trends. Loan performance is monitored on a loan specific basis through the review of submitted appraisals, operating statements, rent revenues and annual inspection reports, among other items. This review ensures properties are performing at a consistent and acceptable level to secure the debt. The components to evaluate debt service coverage are received and reviewed at least annually to determine the level of risk.

Loan-to-value ("LTV") and debt service coverage ("DSC") ratios are measures commonly used to assess the risk and quality of mortgage loans. These ratios are utilized as part of the review process described above.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following tables present commercial mortgage loans by year of origination and LTV ratio as of the dates indicated. The information is updated as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026
Loan-to-Value Ratios
Year of Origination
0% - 50%
>50% - 60%
>60% - 70%
>70% - 80%
>80% and above
 Total
2026 $ 139  $ 165  $ 127  $ 37  $ —  $ 468 
2025 353  492  58  16  —  919 
2024 188  130  18  —  —  336 
2023 62  129  —  —  —  191 
2022 247  219  63  3  —  532 
Prior
 2,702  284  33  17  2  3,038 
Total
 $ 3,691  $ 1,419  $ 299  $ 73  $ 2  $ 5,484 

As of December 31, 2025
Loan-to-Value Ratios
Year of Origination
0% - 50%
>50% - 60%
>60% - 70%
>70% - 80%
>80% and above
 Total
2025 $ 387  $ 489  $ 92  $ —  $ —  $ 968 
2024 180  147  18  —  —  345 
2023 90  203  —  —  —  293 
2022 249  254  85  —  —  588 
2021 227  185  37  17  —  466 
Prior
 2,783  163  —  —  2  2,948 
Total
 $ 3,916  $ 1,441  $ 232  $ 17  $ 2  $ 5,608 


The following tables present commercial mortgage loans by year of origination and DSC ratio as of the dates indicated. The information is updated as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026
Debt Service Coverage Ratios
Year of Origination
>1.5x
 >1.25x - 1.5x
>1.0x - 1.25x
<1.0x
Total(1)
2026 $ 188  $ 150  $ 111  $ 19  $ 468 
2025 725  119  63  12  919 
2024 162  76  67  31  336 
2023 118  65  3  5  191 
2022 354  86  32  60  532 
Prior
 2,233  388  245  172  3,038 
Total $ 3,780  $ 884  $ 521  $ 299  $ 5,484 
(1) No commercial mortgage loans were secured by land or construction loans.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
As of December 31, 2025
Debt Service Coverage Ratios
Year of Origination
>1.5x
>1.25x - 1.5x
>1.0x - 1.25x
<1.0x
Total(1)
2025 $ 736  $ 150  $ 67  $ 15  $ 968 
2024 161  129  49  6  345 
2023 168  34  89  2  293 
2022 337  116  48  87  588 
2021 313  20  48  85  466 
Prior
 2,207  402  245  94  2,948 
Total $ 3,922  $ 851  $ 546  $ 289  $ 5,608 
(1) No commercial mortgage loans were secured by land or construction loans.

The following tables present the commercial mortgage loans by year of origination and U.S. region as of the dates indicated. The information is updated as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026
U.S. Region
Year of Origination Pacific South Atlantic Middle Atlantic West South Central Mountain East North Central New England West North Central East South Central Total
2026 $ 40  $ 92  $ 175  $ 33  $ 14  $ 35  $ 43  $ 22  $ 14  $ 468 
2025 244  108  181  195  76  32  37  21  25  919 
2024 68  109  49  47  20  16  8  2  17  336 
2023 31  24  10  69  27  11  —  19  —  191 
2022 139  68  54  79  93  72  1  7  19  532 
Prior
 777  714  573  227  250  268  60  89  80  3,038 
Total $ 1,299  $ 1,115  $ 1,042  $ 650  $ 480  $ 434  $ 149  $ 160  $ 155  $ 5,484 

As of December 31, 2025
U.S. Region
Year of Origination Pacific South Atlantic Middle Atlantic West South Central Mountain East North Central New England West North Central East South Central Total
2025 $ 244  $ 109  $ 238  $ 189  $ 75  $ 33  $ 36  $ 19  $ 25  $ 968 
2024 60  104  49  69  20  17  7  3  16  345 
2023 33  42  16  96  38  36  3  26  3  293 
2022 151  73  55  79  108  94  1  7  20  588 
2021 102  55  97  60  89  51  2  10  —  466 
Prior
 764  719  598  190  217  228  60  91  81  2,948 
Total $ 1,354  $ 1,102  $ 1,053  $ 683  $ 547  $ 459  $ 109  $ 156  $ 145  $ 5,608 

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following tables present the commercial mortgage loans by year of origination and property type as of the dates indicated. The information is updated as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026
Year of Origination Property Type
Retail Industrial Apartments Office Hotel/Motel Other Mixed Use Total
2026 $ 73  $ 233  $ 100  $ —  $ 62  $ —  $ —  $ 468 
2025 352  407  145  7  5  3  —  919 
2024 60  199  61  16  —  —  —  336 
2023 36  116  8  —  31  —  —  191 
2022 106  233  151  23  9  10  —  532 
Prior
 685  771  848  505  45  133  51  3,038 
Total $ 1,312  $ 1,959  $ 1,313  $ 551  $ 152  $ 146  $ 51  $ 5,484 

As of December 31, 2025
Year of Origination Property Type
Retail Industrial Apartments Office Hotel/Motel Other Mixed Use Total
2025 $ 406  $ 403  $ 145  $ 7  $ 4  $ 3  $ —  $ 968 
2024 73  197  59  16  —  —  —  345 
2023 121  120  7  13  32  —  —  293 
2022 107  247  178  37  9  10  —  588 
2021 46  137  166  104  —  —  13  466 
Prior
 713  750  779  480  46  141  39  2,948 
Total $ 1,466  $ 1,854  $ 1,334  $ 657  $ 91  $ 154  $ 52  $ 5,608 

The following table summarizes activity in the allowance for credit losses for commercial mortgage loans for the periods indicated:
June 30, 2026 December 31, 2025
Allowance for credit losses, beginning of period
 $ 31  $ 24 
Credit losses on mortgage loans for which credit losses were not previously recorded 4  16 
Increase (decrease) on mortgage loans with an allowance recorded in a previous period (2) 2 
Provision for expected credit losses 33  42 
Write-offs (8) (11)
Allowance for credit losses, end of period $ 25  $ 31 

The following table presents the payment status of commercial mortgage loans as of the dates indicated:
June 30, 2026 December 31, 2025
Current $ 5,471  $ 5,537 
30-59 days past due —  — 
60-89 days past due —  — 
Greater than 90 days past due 13  71 
Total $ 5,484  $ 5,608 

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Commercial mortgage loans are placed on non-accrual status when 90 days in arrears, when the Company has concerns regarding the collectability of future payments or when a loan has matured without being paid off or extended. As of June 30, 2026 and December 31, 2025, the Company had $13 and $71, respectively, of commercial mortgage loans in non-accrual status. The amount of interest income recognized on loans in non-accrual status for the six months ended June 30, 2026 and the year ended December 31, 2025 was immaterial.

Net Investment Income

The following table summarizes Net investment income by investment type for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Fixed maturities $ 476  $ 462  $ 943  $ 927 
Equity securities 8  5  10  8 
Mortgage loans on real estate 71  69  140  136 
Policy loans 4  5  9  10 
Short-term investments and cash equivalents 7  10  16  20 
Limited partnerships and other (5) 55  33  87 
Gross investment income 561  606  1,151  1,188 
Less: Investment expenses 24  22  45  44 
Net investment income $ 537  $ 584  $ 1,106  $ 1,144 

As of June 30, 2026 and December 31, 2025, the Company had $57 and $1, respectively, of investments in fixed maturities that did not produce net investment income. Fixed maturities are moved to a non-accrual status when the investment defaults.

Net Gains (Losses)

Net gains (losses) were as follows for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Fixed maturities, available-for-sale, including securities pledged $ (14) $ (25) $ (30) $ (24)
Fixed maturities, at fair value option (79) —  (143) 20 
Equity securities, at fair value
 5  1  2  2 
Derivatives 58  (26) 75  (79)
Mortgage loans
 (1) 2  (1) (4)
Other
 (9) 7  12  10 
Net gains (losses)
 $ (40) $ (41) $ (85) $ (75)

Proceeds from the sale of fixed maturities, available-for-sale and equity securities and the related gross realized gains and losses, before tax, were as follows for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Proceeds on sales $ 1,247  $ 969  $ 2,500  $ 2,379 
Gross gains 5  10  32  27 
Gross losses 21  9  43  44 

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
3.    Derivative Financial Instruments

The Company primarily enters into the following types of derivatives:

Interest rate swaps: The Company uses interest rate swaps primarily to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and/or liabilities. Interest rate swaps are also used to hedge the interest rate risk associated with the value of assets it owns or in anticipation of acquiring them. Using interest rate swaps, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest payments, calculated by reference to an agreed upon notional principal amount. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made to/from the counterparty at each due date. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.

Foreign exchange swaps: The Company uses foreign exchange or currency swaps to reduce the risk of change in the value, yield or cash flows associated with certain foreign denominated invested assets. Foreign exchange swaps represent contracts that require the exchange of foreign currency cash flows against U.S. dollar cash flows at regular periods, typically quarterly or semi-annually. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.

Total return swaps: The Company uses total return swaps as a hedge of interest related risks within various Legacy Annuity and Retirement products. Total return swaps are also used as a hedge of other corporate liabilities. Using total return swaps, the Company agrees with another party to exchange, at specified intervals, the difference between the economic performance of assets or a market index and a fixed or variable funding multiplied by reference to an agreed upon notional amount. No cash is exchanged at the onset of the contracts. Cash is paid and received over the life of the contract based upon the terms of the swaps. The Company utilizes these contracts in non-qualifying hedging relationships.

Futures: Futures contracts are used to hedge against a decrease in certain equity indices. The Company uses interest rate futures contracts to hedge its exposure to market risks due to changes in interest rates. The Company enters into exchange-traded futures through regulated futures commissions that are members of the exchange. The Company also posts initial and variation margins, with the exchange, on a daily basis. The Company utilizes exchange-traded futures in non-qualifying hedging relationships. The Company may also use futures contracts as a hedge against an increase in certain equity indices.

Embedded derivatives: The Company also invests in certain fixed maturity instruments and has issued certain products that contain embedded derivatives for which market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity rates or credit ratings/spreads. In addition, the Company has entered into coinsurance with funds withheld arrangements, which contain embedded derivatives. These derivatives are generally considered total return swaps with contractual returns attributable to various assets and liabilities associated with these reinsurance agreements.

The Company utilizes derivative contracts mainly to hedge exposure to variability in cash flows, interest rate risk, credit risk, foreign exchange risk and equity market risk. The majority of derivatives used by the Company are designated as product hedges, which hedge the exposure arising from insurance liabilities or guarantees embedded in the contracts the Company offers through various product lines. The Company also uses derivatives contracts to hedge its exposure to various risks associated with the investment portfolio. The Company also uses credit default swaps coupled with other investments in order to produce the investment characteristics of otherwise permissible investments. Based on the notional amounts, a substantial portion of the Company's derivative positions was not designated or did not qualify for hedge accounting as part of a hedging relationship as outlined in ASC Topic 815 as of June 30, 2026 and December 31, 2025.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The notional amounts and fair values of derivatives were as follows as of the dates indicated:
June 30, 2026 December 31, 2025
Notional
Amount		 Asset Fair Value Liability Fair Value Notional
Amount		 Asset Fair Value Liability Fair Value
Derivatives: Qualifying for hedge accounting(1)
Fair value hedges(2):
Interest rate contracts(3)
$ —  $ —  $ —  $ —  $ —  $ — 
Foreign exchange contracts 174  4  —  166  —  2 
Cash flow hedges:
Interest rate contracts
 12  —  —  12  —  — 
Foreign exchange contracts
 555  10  15  521  9  18 
Derivatives: Non-qualifying for hedge accounting(1)
Interest rate contracts
 16,295  180  227  14,815  184  258 
Foreign exchange contracts 184  1  4  197  1  2 
Equity contracts 247  2  2  248  3  2 
Credit contracts 73  —  —  75  —  — 
Embedded derivatives and Managed custody guarantees ("MCGs"):
Within fixed maturity investments(4)
N/A —  3  N/A 1  — 
Within reinsurance agreements(5)(6)
N/A 50  (10) N/A 55  (9)
MCGs(7)
N/A —  1  N/A —  — 
Stabilizer(7)
N/A —  7  N/A —  5 
Total $ 247  $ 249  $ 253  $ 278 
(1) Open derivative contracts are reported as Derivatives assets or liabilities at fair value on the Condensed Consolidated Balance Sheets.
(2) Total carrying amount of hedged assets and liabilities was $358 and $365 as of June 30, 2026 and December 31, 2025, respectively.
(3) The cumulative amount of fair value hedging adjustments included in the carrying amount of hedged assets and liabilities was $(1) and $4 as of June 30, 2026 and December 31, 2025, respectively. Of those amounts, $1 and $2, respectively, related to hedging adjustments on discontinued hedging relationships.
(4) Included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.
(5) Included in Other liabilities, Other assets and Premium receivable and reinsurance recoverable on the Condensed Consolidated Balance Sheets.
(6) The Company classifies the embedded derivative within the liabilities section as the balance represents an offset to a funds withheld liability.
(7) Included in Contract owner account balances on the Condensed Consolidated Balance Sheets.
N/A - Not applicable

See Note 4, Fair Value Measurements (excluding Consolidated Investment Entities) to these Condensed Consolidated Financial Statements for additional information on derivative asset and liability fair values.

The Company does not offset any derivative assets and liabilities in the Condensed Consolidated Balance Sheets. The disclosures set out in the table below include the fair values of Over-The-Counter ("OTC") and cleared derivatives excluding exchange traded contracts subject to master netting agreements or similar agreements as of the dates indicated:
Gross Amount Recognized
Counterparty Netting(1)
Cash Collateral Netting(1)
Securities Collateral Netting(1)
Net Receivables/ Payables
June 30, 2026
Derivative assets
 $ 197  $ (183) $ (10) $ (2) $ 2 
Derivative liabilities
 248  (183) (48) (9) 8 
December 31, 2025
Derivative assets
 197  (189) (5) —  3 
Derivative liabilities
 282  (189) (79) (11) 3 
(1) Represents the netting of receivable with payable balances, net of collateral, for the same counterparty under eligible netting agreements.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Collateral

As of June 30, 2026, the Company held $7 and pledged $45 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2025, the Company held $3 and pledged $77 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of June 30, 2026, the Company delivered $226 of securities and held $4 of securities as collateral. As of December 31, 2025, the Company delivered $204 of securities and held no securities as collateral.

The location and effect of derivatives qualifying for hedge accounting on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income were as follows for the periods indicated:
2026 2025
Interest Rate Contracts Foreign Exchange Contracts Interest Rate Contracts Foreign Exchange Contracts
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Loss)
 Net investment income
Net investment income and Net gains (losses)
 Net investment income
Net investment income and Net gains (losses)
Three Months Ended June 30,
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)(1)
$ —  $ (6) $ —  $ (41)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss)
 —  1  —  1 
Six Months Ended June 30,
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)(1)
$ —  $ 5  $ —  $ (57)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss)
 —  3  —  3 
(1) See Note 14, Accumulated Other Comprehensive Income (Loss) to these Condensed Consolidated Financial Statements for additional information.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The location and amount of gain (loss) recognized in the Condensed Consolidated Statements of Operations for derivatives qualifying for hedge accounting were as follows for the periods indicated:
2026 2025
Net investment income
Net gains (losses)
 Net investment income
Net gains (losses)
Three Months Ended June 30,
Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded $ 537  $ (40) $ 584  $ (41)
Fair value hedges:
Foreign exchange contracts:
Hedged items —  (1) —  9 
Derivatives designated as hedging instruments(1)
—  1  —  (9)
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from Accumulated Other Comprehensive Income (Loss) into income 1  —  1  — 
Six Months Ended June 30,
Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded $ 1,106  $ (85) $ 1,144  $ (75)
Fair value hedges:
Foreign exchange contracts:
Hedged items —  (4) —  13 
Derivatives designated as hedging instruments(1)
—  5  —  (13)
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from Accumulated Other Comprehensive Income (Loss) into income 3  —  3  — 
(1) The change in derivative instruments designated and qualifying as fair value hedges of $0 and $1 was excluded from the assessment of hedge effectiveness and recognized currently in earnings for the three and six months ended June 30, 2026, respectively. The change in derivative instruments designated and qualifying as fair value hedges of $1 was excluded from the assessment of hedge effectiveness and recognized currently in earnings for the three and six months ended June 30, 2025.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The location and effect of derivatives not designated as hedging instruments in the Condensed Consolidated Statements of Operations were as follows for the periods indicated:
Location of Gain (Loss) Recognized on Derivative
 Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts Net gains (losses) $ 38  $ (30) $ 60  $ (77)
Foreign exchange contracts Net gains (losses) (1) —  (3) 5 
Equity contracts Net gains (losses) 19  14  12  7 
Credit contracts Net gains (losses) 1  (1) 1  (1)
Embedded derivatives and MCGs:
Within fixed maturity investments Net gains (losses) (3) 3  (4) 7 
Within reinsurance agreements(1)
(2)
 5  —  (4) 5 
MCGs
 Net gains (losses) (1) 2  (1) 1 
Stabilizer
Net gains (losses)
 —  1  (2) 5 
Total $ 58  $ (11) $ 59  $ (48)
(1) For the three and six months ended June 30, 2026, the amount excluded gains (losses) of $0 from standalone derivatives recognized in Net gains (losses). For the three and six months ended June 30, 2025, the amount excluded gains (losses) of $10 and $11, respectively, from standalone derivatives recognized in Net gains (losses).
(2) Gains (losses) on embedded derivatives within reinsurance agreements are recognized in either Policyholder benefits or Net gains (losses).
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
4.    Fair Value Measurements (excluding Consolidated Investment Entities)

Fair Value Measurement

The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of June 30, 2026:
Level 1 Level 2 Level 3 Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries
 $ 533  $ 116  $ —  $ 649 
U.S. Government agencies and authorities
 —  30  —  30 
State, municipalities and political subdivisions
 —  450  —  450 
U.S. corporate public securities —  7,941  77  8,018 
U.S. corporate private securities —  2,728  2,780  5,508 
Foreign corporate public securities and foreign governments(1)
—  2,639  74  2,713 
Foreign corporate private securities(1)
—  1,745  957  2,702 
Residential mortgage-backed securities —  4,112  65  4,177 
Commercial mortgage-backed securities —  2,334  —  2,334 
Other asset-backed securities —  2,410  342  2,752 
Total fixed maturities, including securities pledged
 533  24,505  4,295  29,333 
Equity securities
 109  —  93  202 
Derivatives:
Interest rate contracts 1  179  —  180 
Foreign exchange contracts —  15  —  15 
Equity contracts —  2  —  2 
Embedded derivatives within reinsurance
 —  50  —  50 
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements 2,149  2  —  2,151 
Assets held in separate accounts 113,588  5,390  446  119,424 
Total assets $ 116,380  $ 30,143  $ 4,834  $ 151,357 
Liabilities:
Contingent consideration $ —  $ —  $ 21  $ 21 
Stabilizer and MCGs —  —  8  8 
Derivatives:
Interest rate contracts 1  226  —  227 
Foreign exchange contracts —  19  —  19 
Equity contracts —  2  —  2 
Embedded derivatives within reinsurance
 —  (10)
(2)
 —  (10)
Total liabilities $ 1  $ 237  $ 29  $ 267 
(1) Primarily U.S. dollar denominated.
(2) The Company classifies the embedded derivative within the liabilities section as the balance represents an offset to a funds withheld liability.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2025:
Level 1 Level 2 Level 3 Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries $ 486  $ 128  $ —  $ 614 
U.S. Government agencies and authorities —  31  —  31 
State, municipalities and political subdivisions —  510  —  510 
U.S. corporate public securities —  7,786  78  7,864 
U.S. corporate private securities —  3,522  2,100  5,622 
Foreign corporate public securities and foreign governments(1)
—  2,718  60  2,778 
Foreign corporate private securities(1)
—  2,178  631  2,809 
Residential mortgage-backed securities —  4,273  71  4,344 
Commercial mortgage-backed securities —  2,676  —  2,676 
Other asset-backed securities —  2,604  299  2,903 
Total fixed maturities, including securities pledged 486  26,426  3,239  30,151 
Equity securities
 107  —  94  201 
Derivatives:
Interest rate contracts 2  182  —  184 
Foreign exchange contracts —  10  —  10 
Equity contracts —  3  —  3 
Embedded derivatives within reinsurance
 —  55  —  55 
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements 2,352  5  —  2,357 
Assets held in separate accounts 107,191  5,428  388  113,007 
Total assets $ 110,138  $ 32,109  $ 3,721  $ 145,968 
Liabilities:
Contingent consideration $ —  $ —  $ 147  $ 147 
Stabilizer and MCGs —  —  5  5 
Derivatives:
Interest rate contracts —  258  —  258 
Foreign exchange contracts —  22  —  22 
Equity contracts —  2  —  2 
Embedded derivatives within reinsurance
 —  (9)
(2)
 —  (9)
Total liabilities $ —  $ 273  $ 152  $ 425 
(1) Primarily U.S. dollar denominated.
(2) The Company classifies the embedded derivative within the liabilities section as the balance represents an offset to a funds withheld liability.

Valuation of Financial Assets and Liabilities at Fair Value

Certain assets and liabilities are measured at estimated fair value on the Company's Condensed Consolidated Balance Sheets. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The exit price and the transaction (or entry) price will be the same at initial recognition in many circumstances. However, in certain cases, the transaction price may not represent fair value. The fair value of a liability is based on the amount that would be paid to transfer a liability to a third-party with an equal credit standing. Fair value is required to be
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
a market-based measurement that is determined based on a hypothetical transaction at the measurement date, from a market participant's perspective. The Company considers three broad valuation approaches when a quoted price is unavailable: (i) the market approach, (ii) the income approach and (iii) the cost approach. The Company determines the most appropriate valuation technique to use, given the instrument being measured and the availability of sufficient inputs. The Company prioritizes the inputs to fair valuation approaches and allows for the use of unobservable inputs to the extent that observable inputs are not available.

The Company utilizes a number of valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of exit price and the fair value hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third-party commercial pricing services, brokers and industry-standard, vendor-provided software that models the value based on market observable inputs. The valuations obtained from third-party commercial pricing services are non-binding. The Company reviews the assumptions and inputs used by third-party commercial pricing services for each reporting period in order to determine an appropriate fair value hierarchy level. The documentation and analysis obtained from third-party commercial pricing services are reviewed by the Company, including in-depth validation procedures confirming the observability of inputs. The valuations are reviewed and validated monthly through the internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.

When available, the fair value of the Company's financial assets and liabilities are based on quoted prices of identical assets in active markets and therefore, reflected in Level 1. The valuation approaches and key inputs for each category of assets or liabilities that are classified within Level 2 and Level 3 of the fair value hierarchy are presented below.

For fixed maturities classified as Level 2 assets, fair values are determined using a matrix-based market approach, based on prices obtained from third-party commercial pricing services and the Company’s matrix and analytics-based pricing models, which in each case incorporate a variety of market observable information as valuation inputs. The market observable inputs used for these fair value measurements, by fixed maturity asset class, are as follows:

U.S. Treasuries: Fair value is determined using third-party commercial pricing services, with the primary inputs being stripped interest and principal U.S. Treasury yield curves that represent a U.S. Treasury zero-coupon curve.

U.S. government agencies and authorities, State, municipalities and political subdivisions: Fair value is determined using third-party commercial pricing services, with the primary inputs being U.S. Treasury yield curves, trades of comparable securities, credit spreads off benchmark yields and issuer ratings.

U.S. corporate public securities, Foreign corporate public securities and foreign governments: Fair value is determined using third-party commercial pricing services, with the primary inputs being benchmark yields, trades of comparable securities, issuer ratings, bids and credit spreads off benchmark yields.

U.S. corporate private securities and Foreign corporate private securities: Fair values are determined using a matrix and analytics-based pricing model. The model incorporates the current level of risk-free interest rates, current corporate credit spreads, credit quality of the issuer and cash flow characteristics of the security. The model also considers a liquidity spread, the value of any collateral, the capital structure of the issuer, the presence of guarantees, and prices and quotes for comparably rated publicly traded securities.

RMBS, CMBS and ABS: Fair value is determined using third-party commercial pricing services, with the primary inputs being credit spreads off benchmark yields, prepayment speed assumptions, current and forecasted loss severity, debt service coverage ratios, collateral type, payment priority within tranche and the vintage of the loans underlying the security.

Generally, the Company does not obtain more than one vendor price from pricing services per instrument. The Company uses a hierarchy process in which prices are obtained from a primary vendor and, if that vendor is unable to provide the price, the next vendor in the hierarchy is contacted until a price is obtained or it is determined that a price cannot be obtained from a commercial pricing service. When a price cannot be obtained from a commercial pricing service, independent broker quotes are solicited. Securities priced using independent broker quotes are classified as Level 3.

Fair values of privately placed bonds are determined primarily using a matrix-based pricing model and are generally classified
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
as Level 2 assets. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees and the Company's evaluation of the borrower's ability to compete in its relevant market. Using this data, the model generates estimated market values, which the Company considers reflective of the fair value of each privately placed bond.

Equity securities: Level 2 and Level 3 equity securities, typically private equities or equity securities not traded on an exchange, are valued by other sources such as analytics or brokers.

Derivatives: Derivatives are carried at fair value, which is determined using the Company's derivative accounting system in conjunction with observable key financial data from third-party sources, such as yield curves, exchange rates, S&P 500 Index prices, Overnight Index Swap ("OIS") rates, and Secured Overnight Financing Rate ("SOFR"). The Company uses SOFR discounting for valuations of interest rate derivatives; however, certain legacy positions may continue to be discounted on OIS. The Company uses OIS for valuations of collateralized interest rate derivatives, which are obtained from third-party sources. For those derivatives that are unable to be valued by the accounting system, the Company typically utilizes values established by third-party brokers. Counterparty credit risk is considered and incorporated in the Company's valuation process through counterparty credit rating requirements and monitoring of overall exposure. It is the Company's policy to transact only with investment grade counterparties with a credit rating of A- or better. The Company's nonperformance risk is also considered and incorporated in the Company's valuation process. The Company also has certain credit default swaps and options that are priced by third-party vendors or by using models that primarily use market observable inputs, but contain inputs that are not observable to market participants, which have been classified as Level 3. The remaining derivative instruments are valued based on market observable inputs and are classified as Level 2. See Note 3, Derivative Financial Instruments to these Condensed Consolidated Financial Statements for more information.

Contingent consideration: The fair value of the contingent consideration liability associated with the Company's acquisitions uses unobservable inputs and as such are reported as Level 3. Unobservable inputs include projected revenues, duration of earnouts and other metrics as well as discount rate. Changes in the fair value of the contingent consideration are recorded in Operating expenses in the Company's Condensed Consolidated Statements of Operations.

Stabilizer and MCGs: The Company records reserves for Stabilizer and MCG contracts containing guaranteed credited rates. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is required to be reported at fair value. The estimated fair value is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums. At inception of the contract, the Company projects a guaranteed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using relevant actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are projected under multiple capital market scenarios using observable risk-free rates and other best estimate assumptions. These derivatives are classified as Level 3 liabilities.

The discount rate used to determine the fair value of the Company's Stabilizer embedded derivative liabilities and MCG stand-alone derivative includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk"). The nonperformance risk adjustment incorporates a blend of observable, similarly rated peer holding company credit spreads, adjusted to reflect the credit quality of the individual insurance subsidiary that issued the guarantee, as well as an adjustment to reflect the non-default spreads and the priority and recovery rates of policyholder claims.

Embedded derivatives: The carrying value of embedded derivatives is estimated based upon the change in the fair value of the assets supporting the funds withheld payable/receivable under reinsurance agreements. The fair value of the embedded derivative is based on market observable inputs and is classified as Level 2. The remaining derivative instruments are classified as Level 3 and are estimated using the income approach. The fair value is calculated by estimating future cash flows for a certain discrete projection period, estimating the terminal value, if appropriate, and discounting these amounts to present value at a rate of return that considers the relative risk of the cash flows and the time value of money.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Level 3 Financial Instruments

The fair values of certain assets and liabilities are determined using prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (i.e., Level 3 as defined by ASC Topic 820), including but not limited to liquidity spreads for investments within markets deemed not currently active. These valuations, whether derived internally or obtained from a third-party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. In addition, the Company has determined, for certain financial instruments, an active market is such a significant input to determine fair value that the presence of an inactive market may lead to classification in Level 3. In light of the methodologies employed to obtain the fair values of financial assets and liabilities classified as Level 3, additional information is presented below.

Significant Unobservable Inputs

The Company's Level 3 fair value measurements of its fixed maturities, equity securities and equity and credit derivative contracts are primarily based on broker quotes for which the quantitative detail of the unobservable inputs is neither provided nor reasonably corroborated, thus negating the ability to perform a sensitivity analysis. The Company performs a review of broker quotes by performing a monthly price variance comparison and back tests broker quotes to recent trade prices.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following tables summarize the change in fair value of the Company's Level 3 assets and liabilities and transfers in and out of Level 3 for the periods indicated:

Three Months Ended June 30, 2026
Fair Value as of April 1  Realized/Unrealized
Gains (Losses)
Included in:		 Purchases Issuances Sales

Settlements
Transfers
into
Level 3		 Transfers
out of
Level 3		 Fair Value as of June 30
Change In
Unrealized
Gains
(Losses)
Included in
Earnings(3)
Change In
Unrealized
Gains
(Losses)
Included in
OCI(3)
Net income (loss)
 OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities $ 77  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ 77  $ —  $ — 
U.S. corporate private securities 2,306  —  (1) 396  —  (39) (101) 251  (32) 2,780  —  1 
Foreign corporate public securities and foreign governments(1)
59  —  1  —  —  —  (1) 15  —  74  —  1 
Foreign corporate private securities(1)
740  1  (6) 156  —  —  (56) 122  —  957  —  (6)
Residential mortgage-backed securities 75  (3) —  5  —  —  —  —  (12) 65  (3) — 
Other asset-backed securities 318  (1) 10  37  —  —  (10) —  (12) 342  —  10 
Total fixed maturities, including securities pledged 3,575  (3) 4  594  —  (39) (168) 388  (56) 4,295  (3) 6 
Equity securities, at fair value
 83  2  —  8  —  —  —  —  —  93  1  — 
Contingent consideration (22) —  —  —  —  —  1  —  —  (21) —  — 
Stabilizer and MCGs(2)
(7) —  —  —  (1) —  —  —  —  (8) —  — 
Assets held in separate accounts(4)
426  (1) —  34  —  (18) —  12  (7) 446  —  — 
(1) Primarily U.S. dollar denominated.
(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of June 30, amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Six Months Ended June 30, 2026
Fair Value as of January 1 Realized/Unrealized
Gains (Losses)
Included in:		 Purchases Issuances Sales

Settlements
Transfers
into
Level 3		 Transfers
out of
Level 3		 Fair Value as of June 30
Change In
Unrealized
Gains
(Losses)
Included in
Earnings(3)
Change In
Unrealized
Gains
(Losses)
Included in
OCI(3)
Net income (loss) OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities $ 78  $ —  $ (1) $ —  $ —  $ —  $ —  $ —  $ —  $ 77  $ —  $ (1)
U.S. corporate private securities 2,100  (3) (31) 667  —  (74) (202) 373  (50) 2,780  (1) (30)
Foreign corporate public securities and foreign governments(1)
60  —  (1) —  —  —  —  15  —  74  —  (1)
Foreign corporate private securities(1)
631  1  (16) 274  —  —  (58) 125  —  957  —  (15)
Residential mortgage-backed securities 71  (5) —  4  —  —  —  —  (5) 65  (5) — 
Other asset-backed securities 299  (1) 11  113  —  (2) (24) —  (54) 342  —  11 
Total fixed maturities, including securities pledged 3,239  (8) (38) 1,058  —  (76) (284) 513  (109) 4,295  (6) (36)
Equity securities, at fair value
 94  1  —  8  —  (10) —  —  —  93  1  — 
Contingent consideration (147) (4) —  —  —  —  130  —  —  (21) —  — 
Stabilizer and MCGs(2)
(5) (2) —  —  (1) —  —  —  —  (8) —  — 
Assets held in separate accounts(4)
388  (5) —  72  —  (25) —  24  (8) 446  —  — 
(1) Primarily U.S. dollar denominated.
(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of June 30, amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Three Months Ended June 30, 2025
Fair Value as of April 1 Realized/Unrealized
Gains (Losses)
Included in:		 Purchases Issuances Sales

Settlements
Transfers
into
Level 3		 Transfers
out of
Level 3		 Fair Value as of June 30
Change In
Unrealized
Gains
(Losses)
Included in
Earnings(3)
Change In
Unrealized
Gains
(Losses)
Included in
OCI(3)
Net income (loss)
 OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities $ 48  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ 48  $ —  $ — 
U.S. corporate private securities 1,677  2  16  87  —  (13) (94) —  —  1,675  —  13 
Foreign corporate public securities and foreign governments(1)
59  —  —  3  —  —  —  —  —  62  —  — 
Foreign corporate private securities(1)
590  (32) 20  72  —  —  (14) —  —  636  1  20 
Residential mortgage-backed securities 70  —  —  28  —  —  —  —  —  98  —  — 
Other asset-backed securities 19  —  —  74  —  —  (1) 2  —  94  —  — 
Total fixed maturities, including securities pledged 2,463  (30) 36  264  —  (13) (109) 2  —  2,613  1  33 
Equity securities, at fair value
 110  (1) —  —  —  (14) —  —  —  95  —  — 
Contingent consideration (152) (2) —  —  —  —  —  —  —  (154) —  — 
Stabilizer and MCGs(2)
(16) 4  —  —  (1) —  —  —  —  (13) —  — 
Embedded derivatives within reinsurance
 (52) 10  —  —  —  —  —  —  —  (42) —  — 
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements 24  —  1  —  —  —  —  —  —  25  —  1 
Assets held in separate accounts(4)
338  2  —  13  —  (3) —  —  (3) 347  —  — 
(1) Primarily U.S. dollar denominated.
(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of June 30, amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Six Months Ended June 30, 2025
Fair Value as of January 1 Realized/Unrealized
Gains (Losses)
Included in:		 Purchases Issuances Sales

Settlements
Transfers
into
Level 3		 Transfers
out of
Level 3		 Fair Value as of June 30
Change In
Unrealized
Gains
(Losses)
Included in
Earnings(3)
Change In
Unrealized
Gains
(Losses)
Included in
OCI(3)
Net income (loss)
 OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities $ 59  $ (1) $ 2  $ 1  $ —  $ (11) $ —  $ —  $ (2) $ 48  $ —  $ 1 
U.S. corporate private securities 1,497  1  35  271  —  (11) (118) —  —  1,675  1  32 
Foreign corporate public securities and foreign governments(1)
60  —  (1) 3  —  —  —  —  —  62  —  (1)
Foreign corporate private securities(1)
421  (50) 49  232  —  —  (16) —  —  636  (18) 49 
Residential mortgage-backed securities 67  (3) —  43  —  —  —  —  (9) 98  (3) — 
Other asset-backed securities 23  —  —  77  —  —  (4) —  (2) 94  —  — 
Total fixed maturities, including securities pledged 2,127  (53) 85  627  —  (22) (138) —  (13) 2,613  (20) 81 
Equity securities, at fair value
 98  2  —  9  —  (14) —  —  —  95  2  — 
Contingent consideration (2) (4) —  —  (149)
(5)
 —  1  —  —  (154) —  — 
Stabilizer and MCGs(2)
(19) 7  —  —  (1) —  —  —  —  (13) —  — 
Embedded derivatives within reinsurance
 (53) 11  —  —  —  —  —  —  —  (42) —  — 
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements 23  —  2  —  —  —  —  —  —  25  —  2 
Assets held in separate accounts(4)
340  6  —  21  —  (17) —  —  (3) 347  —  — 
(1) Primarily U.S. dollar denominated.
(2)    All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract by contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of June 30, amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.
(5) Represents a portion of the purchase consideration related to the acquisition of OneAmerica Financial's full-service retirement plan business.


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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
For the three and six months ended June 30, 2026 and 2025, the transfers in and out of Level 3 for fixed maturities and separate accounts were due to the variation in inputs relied upon for valuation each quarter. Securities that are primarily valued using independent broker quotes when prices are not available from one of the commercial pricing services are reflected as transfers into Level 3. When securities are valued using more widely available information, the securities are transferred out of Level 3 and into Level 1 or 2, as appropriate.

Other Financial Instruments

The following disclosures are made in accordance with the requirements of ASC Topic 825 which requires disclosure of fair value information about financial instruments, whether or not recognized at fair value on the Condensed Consolidated Balance Sheets. ASC Topic 825 excludes certain financial instruments, including insurance contracts and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The carrying values and estimated fair values of the Company's financial instruments as of the dates indicated:

June 30, 2026 December 31, 2025
Carrying
Value		 Fair
Value		 Carrying
Value		 Fair
Value
Assets:
Fixed maturities, including securities pledged $ 29,333  $ 29,333  $ 30,151  $ 30,151 
Equity securities 202  202  201  201 
Mortgage loans on real estate 5,484  5,356  5,608  5,522 
Policy loans 312  312  323  323 
Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements 2,151  2,151  2,357  2,357 
Derivatives 197  197  197  197 
Embedded derivatives within reinsurance
 50  50  55  55 
Other investments
 89  89  86  86 
Assets held in separate accounts 119,424  119,424  113,007  113,007 
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities(1)
$ 33,102  $ 35,804  $ 33,793  $ 37,154 
Funding agreements with fixed maturities 2,251  2,261  2,101  2,120 
Supplementary contracts and immediate annuities
 488  468  504  481 
Stabilizer and MCGs 8  8  5  5 
Derivatives 248  248  282  282 
Embedded derivatives within reinsurance(2)
(10) (10) (9) (9)
Short-term debt 153  154  586  588 
Long-term debt 1,950  1,920  1,518  1,489 
(1) Certain amounts included in Funding agreements without fixed maturities and deferred annuities are also reflected within Stabilizer and MCGs.
(2) The Company classifies the embedded derivative within the liabilities section as the balance represents an offset to a funds withheld liability.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents the classification of financial instruments which are not carried at fair value on the Condensed Consolidated Balance Sheets:
Financial Instrument Classification
Mortgage loans on real estate Level 3
Policy loans Level 2
Other investments Level 2
Funding agreements without fixed maturities and deferred annuities Level 3
Funding agreements with fixed maturities Level 2
Supplementary contracts and immediate annuities Level 3
Short-term debt and Long-term debt Level 2

5.    Deferred Policy Acquisition Costs and Value of Business Acquired

The following table presents a rollforward of DAC and VOBA for the periods indicated:
DAC
VOBA(1)
Retirement Deferred and Individual Annuities
Employee Benefits Voluntary
Businesses Exited
Balance as of January 1, 2025 $ 701  $ 215  $ 838  $ 376 
Additions related to business acquisitions
 —  —  —  390 
Deferrals of commissions and expenses 59  46  —  4 
Amortization expense (54) (40) (94) (60)
Balance as of December 31, 2025 $ 706  $ 221  $ 744  $ 710 
Deferrals of commissions and expenses 29  23  —  2 
Amortization expense (27) (26) (45) (29)
Balance as of June 30, 2026 $ 708  $ 218  $ 699  $ 683 
(1) Primarily related to the Retirement segment.

The following table shows a reconciliation of DAC and VOBA balances to the Condensed Consolidated Balance Sheets as of the periods indicated:
June 30, 2026 December 31, 2025
DAC:
Retirement Deferred and Individual Annuities $ 708  $ 706 
Employee Benefits Voluntary 218  221 
Businesses Exited 699  744 
Other 20  20 
VOBA 683  710 
Total $ 2,328  $ 2,401 







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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
6.     Reserves for Future Policy Benefits and Contract Owner Account Balances

Employee Benefits Group products include long-duration term life insurance, as well as long-term disability products that are mostly employer paid. Employee Benefits Voluntary products include long-duration whole life insurance, critical illness, and accident and hospital indemnity insurance that are mostly employee paid. The following tables present the balances and changes in the liability for future policy benefits for Employee Benefits Group, Employee Benefits Voluntary and Businesses Exited as of June 30, 2026 and December 31, 2025:
Employee Benefits Group
Employee Benefits Voluntary
Businesses Exited
2026 2025 2026 2025 2026 2025
Present Value of Expected Net Premiums:
Balance at January 1 $ 4  $ 4  $ 166  $ 171  $ 2,557  $ 2,872 
Beginning balance at original discount rate 4  4  169  180  2,479  2,842 
Effect of change in cash flow assumptions —  —  —  (11) —  (194)
Effect of actual variances from expected experience —  —  13  20  21  (17)
Adjusted balance at January 1 4  4  182  189  2,500  2,631 
Interest accrual —  —  4  6  67  148 
Net premiums collected(1)
—  —  (17) (26) (144) (300)
Ending balance at original discount rate 4  4  169  169  2,423  2,479 
Effects of changes in discount rate assumptions —  —  (5) (3) 34  78 
Balance at end of period $ 4  $ 4  $ 164  $ 166  $ 2,457  $ 2,557 
Present Value of Expected Future Policy Benefits:
Balance at January 1 $ 792  $ 772  $ 498  $ 461  $ 6,527  $ 7,017 
Beginning balance at original discount rate 802  801  517  487  6,494  7,138 
Effect of change in cash flow assumptions —  (5) —  (12) —  (244)
Effect of actual variances from expected experience (11) (30) 31  60  27  (57)
Adjusted balance at January 1 791  766  548  535  6,521  6,837 
Issuances 92  102  —  —  5  13 
Interest accrual 12  17  9  14  165  351 
Benefit payments (83) (83) (21) (32) (361) (707)
Ending balance at original discount rate 812  802  536  517  6,330  6,494 
Effects of changes in discount rate assumptions (20) (10) (23) (19) (73) 33 
Balance at end of period $ 792  $ 792  $ 513  $ 498  $ 6,257  $ 6,527 

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Net liability for future policy benefits $ 788  $ 788  $ 349  $ 332  $ 3,800  $ 3,970 
Less: Reinsurance recoverable 358  353  20  16  3,715  3,883 
Net liability for future policy benefits, after reinsurance recoverable $ 430  $ 435  $ 329  $ 316  $ 85  $ 87 
(1) Net Premiums collected represent the portion of gross premiums collected from policyholders that is used to fund expected benefit payments.

The following table presents a rollforward of the additional reserve liability for Businesses Exited for the periods indicated:
Businesses Exited
June 30, 2026 December 31, 2025
Balance at beginning of period $ 1,880  $ 1,883 
 Effect of change in cash flow assumptions
 —  59 
 Effect of actual variances from expected experience
7  (11)
Adjusted balance at January 1 1,887  1,931 
 Interest accrual
 39  80 
 Excess Benefits
 (201) (406)
 Assessments
125  275 
Balance at end of period 1,850  1,880 
Less: Reinsurance recoverable 1,798  1,827 
Net additional liability, after reinsurance recoverable $ 52  $ 53 

Future policy benefits include the liability for unpaid claims and claim adjustment expenses related to medical stop loss products within the Employee Benefits segment. The following table presents a rollforward of the liability for unpaid claims and claim adjustment expenses for the periods indicated:
Medical Stop Loss
Six Months Ended June 30,
2026 2025
Balance at January 1 $ 458  $ 595 
Less: Reinsurance recoverable (2) (5)
Net balance at January 1 456  590 
Incurred claims and claim adjustment expenses related to:(1)
Current year 531  556 
Prior years 91  36 
Total incurred 622  592 
Paid claim and claim adjustment expenses related to:(1)
Current year (123) (150)
Prior years (440) (479)
Total paid (563) (629)
Net balance at June 30
515  553 
Plus: Reinsurance recoverable 4  8 
Balance as of June 30
$ 519  $ 561 
(1) Amounts presented are net of reinsurance.



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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Pricing, underwriting and reserving on the medical stop loss products are performed based on policy years, and key metrics such as loss ratios are tracked, managed and reported on this basis. The majority of the medical stop loss policies renew in January of each year. For the six months ended June 30, 2026, net claims incurred on prior years of $91 is primarily attributed to incurred claims for the policy year effective during 2025 and partially offset by favorable claim development for policy years effective during 2024 and 2025. For the six months ended June 30, 2025, net claims incurred on prior years of $36 is primarily attributed to incurred claims for the policy year effective during 2024 and partially offset by favorable claim development for policy years effective during 2023 and 2024.

The reconciliation of the net liability for future policy benefits to the liability for Future policy benefits in the Condensed Consolidated Balance Sheets is presented below:
June 30, 2026 December 31, 2025
Employee Benefits Group $ 788  $ 788 
Employee Benefits Voluntary 349 332
Businesses Exited - Future policy benefits 3,800 3,970
Businesses Exited - Additional liability 1,850 1,880
Businesses Exited - Other 1,224 1,236
Medical stop loss products 519 458
Other 315 318
Total $ 8,845  $ 8,982 

The amount of undiscounted expected gross premiums and future benefit payments is presented in the table below:
June 30, 2026 December 31, 2025
Undiscounted Discounted Undiscounted Discounted
Employee Benefits Group
Expected future benefit payments $ 1,013  $ 812  $ 1,005  $ 802 
Expected future gross premiums 10  8  11  8 
Employee Benefits Voluntary
Expected future benefit payments 939  536  910  517 
Expected future gross premiums 571  399  566  398 
    
The following table presents the weighted average duration of the liability for future policy benefits and the weighted average interest rates for the periods indicated:
Employee Benefits Group
Employee Benefits Voluntary
Businesses Exited
June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025
Weighted average duration (in years)(1)
7 7 14 14 7 8
Interest accretion rate 4.3  % 4.2  % 5.0  % 5.1  % 5.1  % 5.0  %
Current discount rate 5.3  % 5.0  % 5.8  % 5.7  % 5.5  % 5.3  %
(1) Weighted average duration (in years) for Businesses Exited includes additional liability.

The weighted average interest accretion rate for the additional liability related to Businesses Exited was 4.3% for the periods ended June 30, 2026 and December 31, 2025.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents a rollforward of Contract owner account balances for the periods indicated:
Retirement Deferred Group and Individual Annuity
 Businesses Exited
June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025
Balance at January 1 $ 32,209  $ 29,624  $ 3,844  $ 4,182 
Additions related to business acquisitions
 —  3,458  —  — 
Deposits 1,471  3,034  132  266 
Fee income (37) (63) (175) (362)
Surrenders, withdrawals and benefits
 (2,821) (5,446) (186) (410)
Net transfers (from) to the general account(1)
375  690  3  10 
Interest credited 444  912  71  158 
Ending Balance
 $ 31,641  $ 32,209  $ 3,689  $ 3,844 

Weighted-average crediting rate 2.8  % 2.8  % 3.8  % 4.0  %
Net amount at risk(2)
$ 58  $ 61  $ 604  $ 629 
Cash surrender value $ 31,210  $ 31,778  $ 1,014  $ 1,083 
(1) Net transfers (from) to the general account for Retirement include transfers of $(372) and $(884) for 2026 and 2025, respectively, related to Voya-managed institutional/mutual fund plan assets in trust that are not reflected on the Condensed Consolidated Balance Sheets.
(2) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date and is calculated at a contract level. When a contract has both a living benefit and a death benefit, the Company calculates NAR at a contract level and aggregates the higher of the two values together.

The following table presents a reconciliation of the Contract owner account balances to the Condensed Consolidated Balance Sheets for the periods indicated:
June 30, 2026 December 31, 2025
Retirement Deferred group and individual annuity $ 31,641  $ 32,209 
Businesses Exited 3,689 3,844
Non-putable funding agreements 2,251  2,101
Businesses Exited - Other 999  1,048
Other(1)
1,099  1,172
Total $ 39,679  $ 40,374 
(1) Primarily consists of other retirement and universal life contracts.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents the contract owner account balances by range of guaranteed minimum crediting rates and the range of differences between the interest rate credited to contract holders as of the periods indicated, and the respective guaranteed minimum interest rates ("GMIRs"):
Account Value(1)
Excess of crediting rate over GMIR
At GMIR
Up to 0.50% Above GMIR
0.51% - 1.00% Above GMIR
1.01% - 1.50% Above GMIR
1.51% - 2.00% Above GMIR
More than 2.00% Above GMIR
 Total
As of June 30, 2026
Up to 1.00%
 $ 125 $ 3,766 $ 3,795 $ 1,747 $ 2,182 $ 2,900 $ 14,515
1.01% - 2.00%
 368 91 62 10 3 4 538
2.01% - 3.00%
 9,591 218 75 60 6 6 9,956
3.01% - 4.00%
 8,454 146 — 2 — — 8,602
4.01% and Above
 1,319 73 — — — — 1,392
Renewable beyond 12 months (MYGA)(2)
335 — — — 2 — 337
Total discretionary rate setting products $ 20,192 $ 4,294 $ 3,932 $ 1,819 $ 2,193 $ 2,910 $ 35,340

As of December 31, 2025
Up to 1.00%
 $ 105 $ 4,004 $ 3,917 $ 2,035 $ 2,162 $ 2,342 $ 14,565
1.01% - 2.00%
 394 94 63 8 3 5 567
2.01% - 3.00%
 9,860 249 66 83 — 6 10,264
3.01% - 4.00%
 8,736 148 — 1 — — 8,885
4.01% and Above
 1,367 75 — — — — 1,442
Renewable beyond 12 months (MYGA)(2)
341 — — — 2 — 343
Total discretionary rate setting products $ 20,803 $ 4,570 $ 4,046 $ 2,127 $ 2,167 $ 2,353 $ 36,066
(1) Includes only the account values for investment spread products with GMIRs and discretionary crediting rates, net of policy loans. Excludes Stabilizer products, which are fee based.
(2) Represents multi year guaranteed annuity ("MYGA") contracts with renewal dates after June 30, 2026 and December 31, 2025 on which the Company is required to credit interest above the contractual GMIR for at least the next twelve months.

7.    Reinsurance

The Company reinsures its business through a diversified group of reinsurers. However, the Company remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements. Collectability of reinsurance balances are evaluated by monitoring ratings and evaluating the financial strength of its reinsurers. Large reinsurance recoverable balances with offshore or other non-accredited reinsurers are secured through various forms of collateral, including secured trusts, funds withheld accounts and irrevocable letters of credit ("LOC").

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Information regarding the effect of reinsurance on the Condensed Consolidated Balance Sheets is as follows as of the periods indicated:
Direct
Assumed
 Ceded
Total, Net of Reinsurance
June 30, 2026
Assets
Premium receivable $ 185  $ 13  $ (230) $ (32)
Reinsurance recoverable, net of allowance for credit losses —  —  10,458  10,458 
Total $ 185  $ 13  $ 10,228  $ 10,426 
Liabilities
Future policy benefits and contract owner account balances
$ 44,752  $ 3,772 

$ —  $ 48,524 
Total $ 44,752  $ 3,772  $ —  $ 48,524 
December 31, 2025
Assets
Premium receivable $ 189  $ 12  $ (241) $ (40)
Reinsurance recoverable, net of allowance for credit losses —  —  10,753  10,753 
Total $ 189  $ 12  $ 10,512  $ 10,713 
Liabilities
Future policy benefits and contract owner account balances $ 45,302  $ 4,054  $ —  $ 49,356 
Total $ 45,302  $ 4,054  $ —  $ 49,356 

Information regarding the effect of reinsurance in the Condensed Consolidated Statements of Operations is as follows for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Premiums:
Direct premiums $ 930  $ 956  $ 1,887  $ 1,914 
Reinsurance assumed 7  3  18  11 
Reinsurance ceded (221) (241) (445) (470)
Net premiums $ 716  $ 718  $ 1,460  $ 1,455 
Fee income:
Direct fee income $ 695  $ 651  $ 1,375  $ 1,296 
Reinsurance assumed 24  24  48  50 
Reinsurance ceded (99) (98) (199) (199)
Net fee income $ 620  $ 577  $ 1,224  $ 1,147 
Interest credited and other benefits to contract owners / policyholders:
Direct interest credited and other benefits to contract owners / policyholders
 $ 1,105  $ 1,098  $ 2,309  $ 2,252 
Reinsurance assumed 31  35  56  60 
Reinsurance ceded (311) (332) (721) (676)
Net interest credited and other benefits to contract owners / policyholders
 $ 825  $ 801  $ 1,644  $ 1,636 

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
If the Company determines that a reinsurance agreement does not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk, the Company records the agreement using the deposit method of accounting. As of June 30, 2026 and December 31, 2025, the Company had a deposit asset net of the allowance for credit losses of $0.9 billion which is reported in Other assets on the Condensed Consolidated Balance Sheets.

In addition, the Company had a liability for funds withheld under ceded reinsurance agreements of $101 and $108 as of June 30, 2026 and December 31, 2025, respectively, which was recorded in Other liabilities on the Condensed Consolidated Balance Sheets. The funds withheld asset related to assumed reinsurance was $0.9 billion as of June 30, 2026 and December 31, 2025, which was recorded in Other assets on the Condensed Consolidated Balance Sheets.

8.     Separate Accounts

The following tables present a rollforward of separate account liabilities for the Retirement stabilizer and deferred annuity business, including a reconciliation to the Condensed Consolidated Balance Sheets, for the periods indicated:
June 30, 2026 December 31, 2025
Retirement
Stabilizer(1)
Deferred Annuity
 Total
Stabilizer(1)
Deferred Annuity
 Total
Balance at January 1 $ 7,159  $ 101,145  $ 108,304  $ 6,901  $ 90,756  $ 97,657 
Premiums and deposits
 908  5,562  6,470  963  10,758  11,721 
Fee income (15) (270) (285) (31) (514) (545)
Surrenders, withdrawals and benefits (680) (7,572) (8,252) (1,205) (12,579) (13,784)
Net transfers (from) to separate accounts —  (747) (747) —  (1,574) (1,574)
Investment performance 67  9,252  9,319  531  14,298  14,829 
Balance at end of period $ 7,439  $ 107,370  $ 114,809  $ 7,159  $ 101,145  $ 108,304 
Reconciliation to Condensed Consolidated Balance Sheets:
Other variable products liabilities 4,615  4,703 
Total Separate Account liabilities $ 119,424  $ 113,007 
(1) Stabilizer products allow the contract holder to select either the market value of the account or the book value of the account at termination.

Cash surrender value represents the amount of the contract holders' account balances distributable at the balance sheet date, less certain surrender charges. The cash surrender value for Retirement deferred annuity products was $107,352 and $101,123, as of June 30, 2026 and December 31, 2025, respectively.

The aggregate fair value of assets, by major investment asset category, supporting separate accounts liabilities was as follows as of the periods indicated:
June 30, 2026 December 31, 2025
U.S. Treasury securities and obligations of U.S. government, corporations and agencies $ 994  $ 909 
Corporate and foreign debt securities 2,818  2,635 
Mortgage-backed securities 2,987  2,928 
Equity securities (including mutual funds) 111,740  105,331 
Cash, cash equivalents and short-term investments 741  734 
Receivable for securities and accruals 144  470 
Total $ 119,424  $ 113,007 

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
9.    Segments
The Company provides its principal products and services through three segments: Retirement, Investment Management and Employee Benefits. The Chief Executive Officer of the Company is the chief operating decision maker ("CODM") who assesses performance and makes final resource allocation decisions for the three reportable segments. The CODM assesses segment performance by measuring Adjusted operating earnings before income taxes against internally developed annual targets, rolling quarterly forecasts, industry peers and investor expectations.

The Retirement segment provides tax-deferred, employer-sponsored retirement plans and administrative services to corporate, education, healthcare, other non-profit and government entities, and stable value products to institutional clients where the Company may or may not be providing defined contribution products and services, as well as individual retirement accounts ("IRAs"), other retail financial products and comprehensive financial services to individual customers.

The Investment Management segment provides investment products and retirement solutions across a broad range of geographies, market sectors, investment styles and capitalization spectrums. Products and services are offered to institutional clients, including public, corporate and union retirement plans, endowments and foundations and insurance companies, as well as individual investors and general accounts of the Company's insurance subsidiaries and are distributed through the Company's direct sales force, consultant channel and intermediary partners (such as banks, broker-dealers and independent financial advisers).

The Employee Benefits segment provides stop loss, group life, voluntary employee-paid and disability products to mid-sized and large businesses as well as benefit administration software solutions to employers and health plans.

Corporate adjusted operating earnings before income taxes include corporate operations, corporate level assets and financial obligations, financing and interest expenses, dividend payments made to preferred shareholders, other items not allocated or directly related to the Company's segments, such as certain expenses of employee benefit plans, severance expenses incurred in the ordinary course of business, certain adjustments to short-term and long-term incentive accruals, intercompany eliminations, and investment income in excess of amounts attributable to the segments.

Measurement

Adjusted operating earnings before income taxes is a meaningful measure used by management to evaluate its business and segment performance. This measure enhances the understanding of the Company’s financial results by focusing on the operating performance and trends of the underlying core business segments. It excludes results from exited businesses and items that tend to be highly variable from period to period based on capital market conditions or other factors which distort the ability to make a meaningful evaluation of the Company's segments. The Company uses the same accounting policies and procedures to measure segment Adjusted operating earnings before income taxes as it does for the directly comparable U.S. GAAP measure Income (loss) before income taxes. Adjusted operating earnings before income taxes does not replace Income (loss) before income taxes as the U.S. GAAP measure of the Company’s consolidated results of operations. Therefore, the Company believes that it is useful to evaluate both measures when reviewing the Company’s financial and operating performance. Each segment’s Adjusted operating earnings before income taxes is calculated by adjusting Income (loss) before income taxes for the following items:
•Net investment gains (losses), which include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the fair value option unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations, and changes in the fair value of derivative instruments, excluding gains (losses) associated with swap settlements and accrued interest. It also includes changes in the fair value of derivatives related to managed custody guarantees, net of related reserve increases (decreases), less the estimated cost of these benefits, changes in nonperformance spread, and changes in market risk benefits;
•Income (loss) related to businesses exited or to be exited through reinsurance or divestment, which includes gains and (losses) associated with transactions to exit blocks of business, amortization of intangible assets and residual run-off activity;
•Income (loss) attributable to noncontrolling interests to which the Company is not economically entitled, such as Allianz's stake in the results of VIM Holdings LLC (referred to as redeemable noncontrolling interest or the noncontrolling interest) or the attribution of results from consolidated VIEs or VOEs;
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
•Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings before income taxes that are available to common shareholders;
•Other adjustments may include the following items:
◦Income (loss) related to early extinguishment of debt;
◦Impairment of goodwill and intangible assets as these represent losses related to infrequent events and do not reflect normal, cash-settled expenses;
◦Amortization of acquisition-related intangible assets as well as contingent consideration fair value adjustments incurred in connection with certain acquisitions;
◦Expected return on plan assets net of interest costs associated with the Company's qualified defined benefit pension plan and immediate recognition of net actuarial gains (losses) related to all of the Company's pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments. These amounts do not reflect cash-settled expenses; and
◦Other items not indicative of normal operations or performance of the Company's segments or that may be related to events such as capital or organizational restructurings, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities, and expenses attributable to vacant real estate.

Adjusted operating revenues is a measure of the Company's segment revenues. Each segment's Adjusted operating revenues are calculated by adjusting Total revenues to exclude the following items:
•Net investment gains (losses);
•Revenues related to businesses exited or to be exited through reinsurance or divestment;
•Revenues attributable to noncontrolling interests, which represents the attribution of results from consolidated VIEs or VOEs; and
•Other adjustments that primarily reflect fee income earned by the Company's broker-dealers for sales of nonproprietary products, which are reflected net of commission expense in the Company's segments’ operating revenues, other items where the income is passed on to third parties and the elimination of intercompany investment expenses included in Adjusted operating revenues.

Significant Expenses

•Administrative expenses are compensation, technology and other general costs, net of amounts capitalized and exclude commission expenses.
•Premium taxes, fees and assessments are taxes on paid premium and third-party fees correlated to business volumes.
•Net commissions are commissions paid net of amounts deferred.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following tables reconcile Adjusted operating revenues to Total revenues and Adjusted operating earnings before income taxes to Income (loss) before income taxes for the periods indicated:
Three Months Ended June 30, 2026
Reportable Segments
Retirement Investment Management Employee Benefits
Corporate(1)
Total
Revenues:
External customer revenue(2)
$ 420  $ 243  $ 792  $ (7) $ 1,448 
Net investment income 446  14  31  46  537 
Net gains (losses)
 (70) 5  —  25  (40)
Income (loss) related to CIEs —  (55) —  6  (49)
Intersegment Fee income and elimination —  21  —  (21) — 
Total revenues 1,896 
Adjustments(3)
3  27  (2) (41) (13)
Adjusted operating revenues 799  255  821  8  1,883 
Less:
Interest credited and other benefits to contract owners/policyholders 227  —  558  —  785 
Administrative expenses 275  181  140  —  596 
Premium taxes, fees and assessments —  —  49  —  49 
Net commissions 80  —  40  —  120 
DAC/VOBA and other intangibles amortization 27  —  12  —  39 
Financing costs and preferred dividends —  —  —  38  38 
Other —  —  —  74  74 
Adjusted operating earnings before income taxes including noncontrolling interest
 190  74  22  (104) 183 
Less: Earnings (loss) attributable to the noncontrolling interest
 —  18  —  (2) 16 
Adjusted operating earnings before income taxes 190  57  22  (102) 167 
Plus adjustments:
Net investment gains (losses) (21)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment (29)
Income (loss) attributable to noncontrolling interests (76)
Dividend payments made to preferred shareholders 4 
Other adjustments (11)
Income (loss) before income taxes $ 34 
(1) Corporate is not a reportable segment.
(2) Includes Fee income, Premiums and Other revenue and excludes intersegment fee income and the related elimination.
(3) Includes Net investment gains (losses) of $(31), Revenues related to businesses exited or to be exited through reinsurance or divestment of $21, Revenues (loss) attributable to noncontrolling interests of $(37) and Other adjustments of $61.



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Table of Contents
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Three Months Ended June 30, 2025
Reportable Segments
Retirement Investment Management Employee Benefits
Corporate(1)
Total
Revenues:
External customer revenue(2)
$ 380  $ 223  $ 795  $ (3) $ 1,395 
Net investment income 498  8  39  39  584 
Net gains (losses)
 (61) (1) (2) 23  (41)
Income (loss) related to CIEs —  37  —  6  43 
Intersegment Fee income and elimination —  21  —  (21) — 
Total revenues 1,981 
Adjustments(3)
7  (49) —  (39) (81)
Adjusted operating revenues 824  239  832  5  1,900 
Less:
Interest credited and other benefits to contract owners/policyholders 232  —  529  —  761 
Administrative expenses 259  174  132  —  565 
Premium taxes, fees and assessments —  —  50  —  50 
Net commissions 71  —  44  —  115 
DAC/VOBA and other intangibles amortization 28  —  7  —  35 
Financing costs and preferred dividends —  —  —  32  32 
Other
 —  —  —  40  40 
Adjusted operating earnings before income taxes including noncontrolling interest
 235  65  69  (67) 302 
Less: Earnings (loss) attributable to the noncontrolling interest
 —  14  —  (1) 13 
Adjusted operating earnings before income taxes 235  51  69  (67) 289 
Plus adjustments:
Net investment gains (losses) (29)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment (30)
Income (loss) attributable to noncontrolling interests (5)
Dividend payments made to preferred shareholders 4 
Other adjustments (41)
Income (loss) before income taxes $ 188 
(1) Corporate is not a reportable segment.
(2) Includes Fee income, Premiums and Other revenue and excludes intersegment fee income and the related elimination.
(3) Includes Net investment gains (losses) of $(38), Revenues related to businesses exited or to be exited through reinsurance or divestment of $30, Revenues attributable to noncontrolling interests of $35 and Other adjustments of $54.


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Table of Contents
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Six Months Ended June 30, 2026
Reportable Segments
Retirement Investment Management Employee Benefits
Corporate(1)
Total
Revenues:
External customer revenue(2)
$ 824  $ 477  $ 1,608  $ (4) $ 2,905 
Net investment income 926  17  71  92  1,106 
Net gains (losses) (126) 5  —  36  (85)
Income (loss) related to CIEs —  (4) —  5  1 
Intersegment Fee income and elimination —  43  —  (43) — 
Total revenues 3,927 
Adjustments(3)
(4) (31) (4) (72) (112)
Adjusted operating revenues 1,620  507  1,675  13  3,815 
Less:
Interest credited and other benefits to contract owners/policyholders 452  —  1,096  —  1,548 
Administrative expenses 561  373  285  —  1,219 
Premium taxes, fees and assessments —  —  99  —  99 
Net commissions 152  —  84  —  236 
DAC/VOBA and other intangibles amortization 55  —  26  —  81 
Financing costs and preferred dividends —  —  —  86  86 
Other
 —  —  —  95  95 
Adjusted operating earnings before income taxes including noncontrolling interest 399  133  85  (167) 450 
Less: Earnings (loss) attributable to the noncontrolling interest —  30  —  (4) 27 
Adjusted operating earnings before income taxes 399  103  85  (163) 424 
Plus adjustments:
Net investment gains (losses) (58)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment (55)
Income (loss) attributable to noncontrolling interests (63)
Dividend payments made to preferred shareholders 21 
Other adjustments (5)
Income (loss) before income taxes $ 264 
(1) Corporate is not a reportable segment.
(2) Includes Fee income, Premiums and Other revenue and excludes intersegment fee income and the related elimination.
(3) Includes Net investment gains (losses) of $(53), Revenues related to businesses exited or to be exited through reinsurance or divestment of $40, Revenues attributable to noncontrolling interests of $9 and Other adjustments of $116.
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Table of Contents
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Six Months Ended June 30, 2025
Reportable Segments
Retirement Investment Management Employee Benefits
Corporate(1)
Total
Revenues:
External customer revenue(2)
$ 761  $ 446  $ 1,602  $ (3) $ 2,806 
Net investment income 969  16  75  84  1,144 
Net gains (losses) (93) (2) (3) 23  (75)
Income (loss) related to CIEs —  73  —  2  75 
Intersegment Fee income and elimination —  43  —  (43) — 
Total revenues 3,950 
Adjustments(3)
(15) (94) (1) (52) (162)
Adjusted operating revenues 1,622  482  1,673  11  3,788 
Less:
Interest credited and other benefits to contract owners/policyholders 463  —  1,081  —  1,544 
Administrative expenses 519  364  271  —  1,154 
Premium taxes, fees and assessments —  —  101  —  101 
Net commissions 142  —  89  —  231 
DAC/VOBA and other intangibles amortization 55  —  16  —  71 
Financing costs and preferred dividends —  —  —  80  80 
Other
 —  —  —  62  62 
Adjusted operating earnings before income taxes including noncontrolling interest 442  118  115  (131) 545 
Less: Earnings (loss) attributable to the noncontrolling interest —  26  —  (2) 24 
Adjusted operating earnings before income taxes 442  92  115  (129) 521 
Plus adjustments:
Net investment gains (losses) (31)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment (69)
Income (loss) attributable to noncontrolling interests (10)
Dividend payments made to preferred shareholders 21 
Other adjustments (71)
Income (loss) before income taxes $ 361 
(1) Corporate is not a reportable segment.
(2) Includes Fee income, Premiums and Other revenue and excludes intersegment fee income and the related elimination.
(3) Includes Net investment gains (losses) of $(44), Revenues related to businesses exited or to be exited through reinsurance or divestment of $58, Revenues attributable to noncontrolling interests of $60 and Other adjustments of $87.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The summary below presents Total assets for the Company's segments as of the dates indicated:
June 30, 2026 December 31, 2025
Retirement
 $ 149,730  $ 144,423 
Investment Management 1,857  1,905 
Employee Benefits 3,263  3,330 
Corporate 24,319  24,749 
Total assets, before consolidation(1)
179,168  174,410 
Consolidation of investment entities 3,778  4,449 
Total assets
 $ 182,946  $ 178,859 
(1) Includes the Company's direct investments in CIEs prior to consolidation, which are accounted for using the equity method or fair value option.

10.    Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill reported in the Company's reportable segments and Corporate were as follows:
Retirement Investment Management Employee Benefits
Corporate(1)
Consolidated
Balance as of January 1, 2025 $ 17  $ 286  $ 343  $ 102  $ 748 
Additions related to business acquisitions 56  —  —  —  56 
Balance as of December 31, 2025 73  286  343  102  804 
Additions related to business acquisitions —  —  —  —  — 
Balance as of June 30, 2026 $ 73  $ 286  $ 343  $ 102  $ 804 
(1) Corporate includes goodwill that was acquired by the parent company and not pushed to a subsidiary within the Company’s reportable segments. The carrying value of goodwill within Corporate is allocated to Retirement, Investment Management, and Employee Benefits segments as $72, $10 and $20 respectively.

Other Intangible Assets

The following table presents other intangible assets as of the dates indicated:
Weighted
Average
Amortization
Lives (Years)
 June 30, 2026 December 31, 2025
Gross
Carrying
Amount		 Accumulated
Amortization		 Net
Carrying
Amount		 Gross
Carrying
Amount		 Accumulated
Amortization		 Net
Carrying
Amount
Indefinite-life intangibles:
Management contract rights N/A $ 350  $ —  $ 350  $ 350  $ —  $ 350 
Finite-life intangibles:
Management contract rights 17 131  31  100  131  27  104 
Customer relationship lists
 16 345  170  175  345  162  183 
Trademarks 8 15  6  9  15  6  9 
Computer software
 5 544  324  220  506  278  228 
Total intangible assets $ 1,385  $ 531  $ 854  $ 1,347  $ 473  $ 874 

Amortization expense related to intangible assets was $58 and $50 for the six months ended June 30, 2026 and 2025, respectively.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
11.    Share-based Incentive Compensation Plans

Omnibus Incentive Plans

The Company previously offered equity-based compensation awards to its employees and non-employee directors under various employee and non-employee incentive plans (together, the "Omnibus Plans"). The Company currently offers equity-based compensation awards to its employees and non-employee directors under the 2024 Omnibus Incentive Plan (the "2024 Omnibus Plan"). As of June 30, 2026, common stock reserved and available for issuance under the 2024 Omnibus Plan was 5.1 million shares.

Compensation Cost

The following table summarizes share-based compensation expense, which includes expenses related to awards granted under the Omnibus Plans and the 2024 Omnibus Plan for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Restricted Stock Unit (RSU) awards $ 16  $ 13  $ 40  $ 32 
Performance Stock Unit (PSU) awards 8  5  18  13 
Total share-based compensation expense 24  18  58  45 
Income tax benefit 4  4  10  11 
After-tax share-based compensation expense $ 20  $ 14  $ 48  $ 34 

Awards Outstanding

The following table summarizes RSU and PSU awards activity under the Omnibus Plans and the 2024 Omnibus Plan for the periods indicated:
RSU Awards PSU Awards
(awards in millions)
 Number of Awards Weighted Average Grant Date Fair Value Number of Awards Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2026 1.8  $ 70.48  1.9  $ 71.43 
Adjustment for PSU performance factor —  —  (0.4) 73.12 
Granted 1.1  73.38  0.6  82.19 
Vested (0.8) 70.94  (0.3) 81.94 
Forfeited (0.1) 72.97  —  * 74.23 
Outstanding as of June 30, 2026
 2.0  $ 71.86  1.8  $ 73.10 
*less than 0.1

The following table summarizes the number of options under the Omnibus Plans for the periods indicated:
Stock Options
(awards in millions)
 Number of Awards Weighted Average Exercise Price
Outstanding as of January 1, 2026 0.5  $ 50.03 
Granted —  — 
Exercised (0.1) 50.03 
Forfeited —  — 
Outstanding as of June 30, 2026
 0.4  $ 50.03 
Vested, exercisable, as of June 30, 2026
 0.4  $ 50.03 

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
12.    Shareholders' Equity

Common Shares

The following table presents the rollforward of common shares used in calculating the weighted average shares utilized in the basic earnings per common share calculation for the periods indicated:
Common Shares
(shares in millions)
 Issued Held in Treasury Outstanding
Balance, January 1, 2025
 105.6  10.1  95.5 
Common shares issued 0.1  —  0.1 
Common shares acquired - share repurchase —  2.7  (2.7)
Share-based compensation programs 1.7  0.8  0.9 
Balance, December 31, 2025
 107.4 13.6 93.8
Common shares issued —  —  — 
Common shares acquired - share repurchase —  3.9  (3.9)
Share-based compensation programs 1.2  0.5  0.7 
Balance, June 30, 2026
 108.6 18.0 90.6

Dividends declared per share of common stock were as follows for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Dividends declared per share of common stock $ 0.47  $ 0.45  $ 0.94  $ 0.90 

Share Repurchase Program

From time to time, the Company's Board of Directors authorizes the Company to repurchase shares of its common stock. These authorizations permit stock repurchases up to a prescribed dollar amount and generally may be accomplished through various means, including, without limitation, open market transactions, privately negotiated transactions, forward, derivative, or accelerated repurchase, or automatic repurchase transactions, including 10b5-1 plans, or tender offers. Share repurchase authorizations typically expire if unused by a prescribed date.

As of June 30, 2026, the aggregate amount remaining under the Company's share repurchase authorization was $263. This share repurchase authorization expires on December 31, 2026 (unless extended), and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board at any time.
The following table presents repurchases of the Company's common stock for the periods indicated:
Six Months Ended June 30,
(shares in millions)
 2026 2025
Shares of common stock 3.9 — 
Payment $ 300  $ — 


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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Preferred Stock

As of June 30, 2026 and December 31, 2025, there were 100,000,000 shares of preferred stock authorized. Preferred stock issued and outstanding were as follows for the periods indicated:
June 30, 2026 December 31, 2025
Series Issued Outstanding Issued Outstanding
7.758% Non-cumulative Preferred Stock, Series A
 325,000  325,000  325,000  325,000 
5.35% Non-cumulative Preferred Stock, Series B
 300,000  300,000  300,000  300,000 
Total 625,000  625,000  625,000  625,000 

The declaration of dividends on preferred stock per share and in the aggregate were as follows for the periods indicated:
Series A Series B
Three Months Ended June 30, Per Share Aggregate Per Share Aggregate
2026 $ —  $ —  $ 13.375  $ 4 
2025 —  —  13.375  4 
Six Months Ended June 30,
2026 38.790  13  26.750  8 
2025 38.790  13  26.750  8 

As of June 30, 2026, there were no preferred stock dividends in arrears.


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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
13.    Earnings per Common Share
The following table presents a reconciliation of Net income (loss) and shares used in calculating basic and diluted net income per common share for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except for per share data) 2026 2025 2026 2025
Earnings
Net income (loss) available to common shareholders:
Net income (loss)
 $ 18  $ 161  $ 213  $ 312 
Less: Preferred stock dividends 4  4  21  21 
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest
(76) (5) (63) (10)
Net income (loss) available to common shareholders
 $ 90  $ 162  $ 255  $ 301 
Weighted average common shares outstanding
Basic 90.8  96.4  91.9  96.1 
Dilutive Effects:
RSUs 1.0  0.8  1.0  1.0 
PSUs 0.3  0.3  0.3  0.4 
Stock Options 0.2  0.2  0.2  0.2 
Diluted 92.3  97.7  93.4  97.7 
Net income (loss) available to Voya Financial, Inc.'s common shareholders per common share(1)
Basic $ 0.99  $ 1.69  $ 2.77  $ 3.14 
Diluted $ 0.97  $ 1.66  $ 2.73  $ 3.09 
(1) Basic and diluted earnings per share are calculated using unrounded, actual amounts. Therefore, the components of earnings per share may not sum to its corresponding total. Diluted earnings per share is computed assuming the issuance of restricted stock units, stock options and performance share units using the treasury stock method.

14.    Accumulated Other Comprehensive Income (Loss)

Shareholders' equity included the following components of Accumulated other comprehensive income (loss) ("AOCI") as of the dates indicated:
June 30, 2026 June 30, 2025
Fixed maturities, net of impairment $ (1,935) $ (2,018)
Derivatives(1)
2  3 
Change in current discount rate (693) (759)
Deferred income tax asset(2)
673  706 
Total (1,953) (2,068)
Pension and other postretirement benefits liability, net of tax 1  1 
AOCI $ (1,952) $ (2,067)
(1) Gains and losses reported in AOCI from hedge transactions that resulted in the acquisition of an identified asset are reclassified into earnings in the same period or periods during which the asset acquired affects earnings. As of June 30, 2026, the portion of the AOCI that is expected to be reclassified into earnings within the next 12 months is $0.
(2) The Company uses the portfolio method to determine when stranded tax benefits (or detriments) are released from AOCI.



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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Changes in AOCI, including the reclassification adjustments recognized in the Condensed Consolidated Statements of Operations, were as follows for the periods indicated:
 Three Months Ended June 30, 2026
Before-Tax Amount Income Tax After-Tax Amount
Available-for-sale securities:
Fixed maturities $ 95  $ (19) $ 76 
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations
 31  (7) 24 
Change in unrealized gains (losses) on available-for-sale securities
 126  (26) 100 
Derivatives:
Derivatives (6)

1  (5)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations
 (2) —  (2)
Change in unrealized gains (losses) on derivatives
 (8) 1  (7)
Change in current discount rate 20  (4) 16 
Change in AOCI
 $ 138  $ (29) $ 109 

Six Months Ended June 30, 2026
Before-Tax Amount Income Tax After-Tax Amount
Available-for-sale securities:
Fixed maturities $ (286) $ 60  $ (226)
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations 27  (6) 21 
Change in unrealized gains (losses) on available-for-sale securities (259) 54  (205)
Derivatives:
Derivatives 5  (1) 4 
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations
 (5) 1  (4)
Change in unrealized gains (losses) on derivatives —  —  — 
Change in current discount rate 52  (11) 41 
Change in AOCI
 $ (207) $ 43  $ (164)

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Three Months Ended June 30, 2025
Before-Tax Amount
Income Tax
 After-Tax Amount
Available-for-sale securities:
Fixed maturities $ 177  $ (38) $ 139 
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations (5) 2  (3)
Change in unrealized gains (losses) on available-for-sale securities 172  (36) 136 
Derivatives:
Derivatives (41)

9  (32)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations
 (3) —  (3)
Change in unrealized gains (losses) on derivatives (44) 9  (35)
Change in current discount rate 16  (3) 13 
Change in AOCI
 $ 144  $ (30) $ 114 

Six Months Ended June 30, 2025
Before-Tax Amount Income Tax After-Tax Amount
Available-for-sale securities:
Fixed maturities $ 509  $ (107) $ 402 
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations 26  (5) 21 
Change in unrealized gains (losses) on available-for-sale securities 535  (112) 423 
Derivatives:
Derivatives (57) 12  (45)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations
 (6) 1  (5)
Change in unrealized gains (losses) on derivatives (63) 13  (50)
Change in current discount rate 28  (6) 22 
Change in AOCI
 $ 500  $ (105) $ 395 


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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
15.    Revenue from Contracts with Customers

Financial services and software subscriptions and services revenue is disaggregated by type of service in the following table:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Retirement
Advisory and recordkeeping and administration
 $ 163  $ 177  $ 325  $ 353 
Distribution and shareholder servicing 27  31  54  62 
Investment Management
Advisory, asset management and recordkeeping and administration
 253  239  493  475 
Distribution and shareholder servicing 25  32  52  68 
Employee Benefits
Recordkeeping and administration
 12  12  23  20 
Software subscriptions and services 51  50  104  101 
Total financial services and software subscriptions and services revenue 531  541  1,051  1,079 
Revenue from other sources(1)
201  136  394  272 
Total Fee income and Other revenue $ 732  $ 677  $ 1,445  $ 1,351 
(1) Primarily consists of revenue from insurance contracts, financial instruments and intersegment eliminations. Intersegment eliminations were $36 and $70 for the three and six months ended June 30, 2026, respectively, and $33 and $66 for the three and six months ended June 30, 2025, respectively.

Net receivables of $342 and $378 are included in Other assets on the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively.

16.    Income Taxes

The Company uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including changes in the realizability of deferred tax assets and changes in liabilities for uncertain tax positions, are excluded from the estimated annual effective tax rate and the actual tax expense or benefit is reported in the period the related item is incurred.

The Company's effective tax rate for the three months ended June 30, 2026 was 47.1%. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of noncontrolling interest partially offset by the dividends received deduction ("DRD").

The Company's effective tax rate for the six months ended June 30, 2026 was 19.3%. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the DRD partially offset by noncontrolling interest.

The Company's effective tax rates for the three and six months ended June 30, 2025 were 14.4% and 13.6%, respectively. The effective tax rates differed from the statutory rate of 21% primarily due to the effect of the DRD and tax credits.

Valuation allowances are provided when it is considered more likely than not that some portion or all of the deferred tax assets ("DTAs") will not be realized. The Company reviews all available positive and negative evidence to determine if a valuation allowance is recorded, including historical and projected pre-tax book income, tax planning strategies and reversals of temporary differences. As of June 30, 2026, the Company had net unrealized capital losses on investments of $1.9 billion in AOCI. The Company expects this DTA to be utilized by its hold-to-maturity tax planning strategy. Additionally, income before income taxes available to the Company remained positive for the period. After evaluating the positive and negative evidence, the Company did not change its judgment regarding the realization of DTAs.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Tax Regulatory Matters

For the tax years 2024 through 2026, the Company participates in the Internal Revenue Service ("IRS") Compliance Assurance Process ("CAP"), which is a continuous audit program provided by the IRS. For the 2024 through 2026 tax years, the Company is in the Compliance Maintenance Bridge Plus ("Bridge Plus") phase of CAP. In the Bridge Plus phase, the IRS will review the tax return and issue either a full or partial acceptance letter upon completion of review.

During 2026, the IRS concluded its review of the Company’s 2024 tax return and issued a closing letter accepting the return as filed.

The Company filed amended federal income tax returns for tax years 2012 through 2018 to claim a foreign tax credit instead of utilizing a foreign tax deduction. The Company does not anticipate an adjustment to its claim as filed. The audit of the claim is ongoing.

Tax Legislative Matters

In August 2022, the Inflation Reduction Act was signed into law creating the corporate alternative minimum tax ("CAMT"). In September 2024, the Department of Treasury issued proposed regulations providing additional guidance on the CAMT. While the Company does not expect to be subject to the CAMT for 2026, the Company continues to review the proposed regulations, and its CAMT determination will need to be evaluated in light of future guidance.

17.    Financing Agreements

Short-term and Long-term Debt

The following table summarizes the carrying value of the Company’s debt issued or borrowed and outstanding as of the periods indicated:
Issuer
 Maturity Principal Carrying Value
June 30, 2026
 June 30, 2026 December 31, 2025
3.65% Senior Notes(2)(3)
Voya Financial, Inc. 06/15/2026 $ —  $ —  $ 447 
5.0% Senior Notes(2)(3)
Voya Financial, Inc. 09/20/2034 400  396  396 
6.012% Senior Notes(2)(3)
Voya Financial, Inc. 05/15/2035 50  50  — 
5.05% Senior Notes(2)(3)
Voya Financial, Inc. 03/02/2036 400  395  — 
5.7% Senior Notes(2)(3)
Voya Financial, Inc. 07/15/2043 400  396  396 
4.8% Senior Notes(2)(3)
Voya Financial, Inc. 06/15/2046 300  298  297 
4.7% Fixed-to-Floating Rate Junior Subordinated Notes(2)(3)
Voya Financial, Inc. 01/23/2048 340  337  336 
7.625% Voya Holdings Inc. debentures(1)
Voya Holdings Inc.
 08/15/2026 139  139  139 
6.97% Voya Holdings Inc. debentures(1)
Voya Holdings Inc.
 08/15/2036 78  79  79 
8.424% Equitable of Iowa Companies Capital Trust II Notes
 Equitable of Iowa Capital Trust II 04/01/2027 13  13  13 
1.00% Windsor Property Loan
 Voya Retirement Insurance and Annuity Company 06/14/2027 —  —  1 
Subtotal 2,103  2,104 
Less: Current portion of long-term debt 153  586 
Total $ 1,950  $ 1,518 
(1) Guaranteed by ING Group.
(2) Interest is paid semi-annually in arrears.
(3) Guaranteed by Voya Holdings.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
As of June 30, 2026, the Company was in compliance with its debt covenants.

Senior Notes

On March 2, 2026 Voya Financial, Inc. issued $400 of unsecured 5.05% Senior Notes, due 2036 (the "2036 Notes"). The 2036 Notes are fully, irrevocably, and unconditionally guaranteed by Voya Holdings Inc. Interest is paid semi-annually in arrears on March 2 and September 2 of each year, commencing on September 2, 2026. The offering resulted in aggregate net proceeds to the Company of $395, after deducting commissions and expenses.

Voya Financial, Inc. completed two issuances of its unsecured 6.012% Senior Notes, due 2035 (the "2035 Notes"). On June 3, 2026 the Company issued $50 of the "2035 Notes" to the Delaware trust described in the Pre-capitalized Trust Securities section below (the "initial issuance"). On July 28, 2026, the Company issued an additional $125 of the 2035 Notes ("the subsequent issuance"). The 2035 Notes are fully, irrevocably, and unconditionally guaranteed by Voya Holdings Inc. Interest is paid semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2026. The Company received net proceeds of $50 from the initial issuance and $125 from the subsequent issuance.

The Company used the net proceeds from the 2036 Notes and the initial issuance to repay the $447 outstanding principal amount of its 3.65% Senior Notes which matured on June 15, 2026. The Company intends to use the net proceeds from the subsequent issuance for general corporate purposes, which may include repayment at maturity of the $139 outstanding principal amount of its 7.625% Voya Holdings Inc. debentures due August 15, 2026.

Aetna Notes

As of June 30, 2026, outstanding principal amount of the 7.625% Voya Holdings Inc. debentures, due 2026 and 6.97% Voya Holdings Inc. debentures, due 2036 (collectively, the "Aetna Notes") was $218, which is guaranteed by ING Group. As of June 30, 2026, the Company provided a deposit of $233 to a control account with a third-party collateral agent as collateral benefiting ING Group. The collateral may be exchanged at any time upon the posting of any other form of acceptable collateral to the account.

Credit Facilities

The Company uses credit facilities as part of its capital management practices. Total fees associated with credit facilities for the six months ended June 30, 2026 and 2025 were immaterial.

As of June 30, 2026, the Company had a $500 senior unsecured credit facility with a syndicate of banks which expires May 1, 2028. The facility provides $500 of committed capacity for revolving loan borrowings and letters of credit issuances, including a sublimit for swingline (short-term) loans in an aggregate amount of up to $25. As of June 30, 2026, there were no amounts outstanding as revolving credit borrowings, no amounts of LOCs outstanding and no amounts of swingline loans outstanding under the senior unsecured credit facility. Under the terms of the facility, the Company is required to maintain a minimum net worth of $4.998 billion, which may increase upon any future equity issuances by the Company.

Pre-capitalized Trust Securities

On May 21, 2025, the Company entered into a 10-year Facility Agreement with a Delaware trust (the "Trust") following the completion of a private placement of Trust securities for $600 of pre-capitalized trust securities ("P-Caps"), conducted pursuant to Rule 144A under the Securities Act. The Trust invested the proceeds from this offering in a portfolio of U.S. Treasury principal and interest strips ("Treasury securities").

Under the Facility Agreement, the Company has the right, on one or more occasions, to issue and sell up to $600 of its 6.012% Senior Notes to the Trust in exchange for a corresponding amount of Treasury securities held by the Trust. In consideration for this right, the Company pays the Trust a semi-annual facility fee at a rate of 1.518% per annum on the unexercised portion of the facility. These fees are recorded in Operating expenses in the Condensed Consolidated Statements of Operations. The Company also reimburses the Trust for its administrative expenses.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The Company may redeem the notes before maturity at par or, if higher, at a make-whole redemption price, plus accrued and unpaid interest. The P-Caps will be redeemed by the Trust on May 15, 2035, or earlier upon redemption of the 6.012% Senior Notes.

As of June 30, 2026, the remaining capacity under the facility was $550.

18.    Commitments and Contingencies

Commitments

Through the normal course of investment operations, the Company commits to either purchase or sell securities, mortgage loans, or money market instruments, at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either a higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments.

As of June 30, 2026, the Company had off-balance sheet commitments to acquire mortgage loans of $138, and purchase limited partnerships and private placement investments of $2,351, of which $334 related to consolidated investment entities.

Restricted Assets

The Company is required to maintain assets on deposit with various regulatory authorities to support its insurance operations. The Company may also post collateral in connection with certain securities lending, repurchase agreements, funding agreements, credit facilities and derivative transactions. The fair value of restricted assets were as follows as of the dates indicated:
June 30, 2026 December 31, 2025
Fixed maturity collateral pledged to FHLB(1)
$ 2,504  $ 2,467 
FHLB restricted stock(2)
89  83 
Fixed maturities-state and other deposits 35  34 
Cash and cash equivalents 19  25 
Securities pledged(3)
1,351  1,261 
Total restricted assets $ 3,998  $ 3,870 
(1) Included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.
(2) Included in Other investments on the Condensed Consolidated Balance Sheets.
(3) Includes the fair value of loaned securities of $781 and $731 as of June 30, 2026 and December 31, 2025, respectively. In addition, as of June 30, 2026 and December 31, 2025, the Company delivered securities as collateral of $226 and $204, respectively, and repurchase agreements of $344 and $326, respectively. Loaned securities and securities delivered as collateral are included in Securities pledged on the Condensed Consolidated Balance Sheets.

Federal Home Loan Bank Funding Agreements

The Company is a member of the FHLB of Des Moines and the FHLB of Boston, and is required to pledge collateral to back funding agreements issued to the FHLB. As of June 30, 2026 and December 31, 2025, the Company had liabilities associated with funding agreements issued to the FHLB of $1,850 and $1,700, respectively, which are included in Contract owner account balances on the Condensed Consolidated Balance Sheets. Assets pledged to the FHLB are reflected in the table above.

Funding Agreement-Backed Notes Program

The Company participates in a Funding Agreement-Backed Notes ("FABN") program, pursuant to which the Company may issue funding agreements to a Delaware special purpose statutory trust (the "Trust") in exchange for proceeds from the Trust’s medium-term note issuances. As of June 30, 2026 and December 31, 2025, the Company had liabilities associated with the funding agreement outstanding of $402 and $400, respectively, which are included in Contract owner account balances on the Condensed Consolidated Balance Sheets.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Litigation, Regulatory Matters and Contingencies

Litigation, regulatory and other loss contingencies arise in connection with the Company's activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters, arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. The variability in pleading requirements and past experience demonstrate that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim.

As with other financial services companies, the Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry.

While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company's financial position, based on information currently known, management believes that neither the outcome of pending litigation and regulatory matters nor potential liabilities associated with other loss contingencies, are likely to have such an effect. However, given the large, and indeterminate amounts sought in certain litigation and the inherent unpredictability of all such matters, it is possible that an adverse outcome in certain of the Company's litigation or regulatory matters, or liabilities arising from other loss contingencies, could, from time to time, have a material adverse effect upon the Company's results of operations or cash flows in a particular quarterly or annual period.

For some matters, the Company is able to estimate a possible range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company, however, believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of June 30, 2026, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $25. For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss.

Litigation includes Ravarino, et al. v. Voya Financial, Inc., et al. (USDC District of Connecticut, No. 3:21-cv-01658)(filed December 14, 2021). In this putative class action, the plaintiffs allege that the named defendants breached their fiduciary duties of prudence and loyalty in the administration of the Voya 401(k) Savings Plan. The plaintiffs claim that the named defendants did not exercise proper prudence in their management of allegedly poorly performing investment options, including proprietary funds, and passed excessive investment-management and other administrative fees for proprietary and non-proprietary funds onto plan participants. The plaintiffs also allege that the defendants engaged in self-dealing through the inclusion of the Voya Stable Value Option into the plan offerings and by setting the "crediting rate" for participants' investment in the Stable Value Fund artificially low in relation to Voya’s general account investment returns in order to maximize the spread and Voya’s profits at the participants’ expense. The complaint seeks disgorgement of unjust profits as well as costs incurred. On June 13, 2023, the Court issued a ruling granting in part and denying in part Voya's motion to dismiss. On December 10, 2025, the plaintiffs filed an amended complaint. The Company continues to deny the allegations, which it believes are without merit, and intends to defend the case vigorously.

Contingencies related to Performance-based Capital Allocations on Private Equity Funds

Certain performance-based capital allocations related to sponsored private equity funds ("carried interest") are not final until the conclusion of an investment term specified in the relevant asset management contract. As a result, such carried interest, if accrued or paid to the Company during such term, is subject to later adjustment based on subsequent fund performance. If the fund’s cumulative investment return falls below specified investment return hurdles, some or all of the previously accrued carried interest is reversed to the extent that the Company is no longer entitled to the performance-based capital allocation. Should the fund’s cumulative investment return subsequently increase above specified investment return hurdles in future periods, previous reversals could be fully or partially recovered.

As of June 30, 2026, approximately $95 of previously accrued carried interest would be subject to full or partial reversal in future periods if cumulative fund performance hurdles are not maintained throughout the remaining life of the affected funds.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)

19.    Consolidated and Nonconsolidated Investment Entities

The Company holds variable interests in certain investment entities in the form of debt or equity investments, as well as the right to receive management fees, performance fees, and carried interest. The Company consolidates certain entities under the VIE guidance when it is determined that the Company is the primary beneficiary. Alternatively, certain entities are consolidated under the VOE guidance when control is obtained through voting rights. Refer to the Condensed Consolidated Balance Sheets for the assets and liabilities of the Company's consolidated investment entities.

The Company has no right to the benefits from, nor does it bear the risks associated with consolidated investment entities beyond the Company’s direct equity and debt investments in and management fees generated from these entities. Such direct investments amounted to approximately $315 and $376 as of June 30, 2026 and December 31, 2025, respectively. If the Company were to liquidate, the assets held by consolidated investment entities would not be available to the general creditors of the Company as a result of the liquidation.

Consolidated VIEs and VOEs

Collateralized Loan Obligations Entities ("CLOs")

The Company is involved in the design, creation, and the ongoing management of CLOs. These entities are created for the purpose of acquiring diversified portfolios of senior secured floating rate leveraged loans, and securitizing these assets by issuing multiple tranches of collateralized debt; thereby providing investors with a broad array of risk and return profiles. Also known as collateralized financing entities under ASC Topic 810, CLOs are variable interest entities by definition.

In return for providing collateral management services, the Company earns investment management fees and contingent performance fees. In addition to earning fee income, the Company often invests in the subordinated debt of entities formed to be the issuers of CLO offerings during their warehouse periods. The Company’s investments in these CLOs are repaid when the CLOs’ warehouse periods are closed and the CLO offerings are issued. The Company performs ongoing monitoring of the consolidation assessment for CLOs during and after their warehouse periods to determine if the Company remains the primary beneficiary of the CLOs. The fee income earned and investments held are included in the Company's ongoing consolidation assessment for each CLO. The Company was the primary beneficiary of 4 and 6 CLOs as of June 30, 2026 and December 31, 2025, respectively.

Limited Partnerships ("LPs")

The Company invests in and manages various limited partnerships, including private equity funds and hedge funds. The LPs generally have a ten-year life and a specified period during which investors can subscribe for limited partnership interests. Once the investors are admitted as limited partners, the investors are required to contribute capital when called by the general partners. The purpose of the LPs is to obtain subscriptions from limited partners and maximize the return to their partners by assembling a diversified portfolio of investments pursuant to the applicable investment strategy and guidelines, including investments in private equity funds and other securities or assets with similar risk and return characteristics primarily through secondary market purchases, and investments in fixed and floating rate loans and other instruments. The majority of the investors in the LPs are unrelated parties to the Company. In return for subscriptions, each partner receives an equity interest in the LPs in proportion to its respective investment. These entities have been evaluated by the Company and are determined to be VIEs due to the equity holders, as a group, lacking the characteristics of a controlling financial interest.

In return for serving as the general partner of and providing investment management services to these entities, the Company earns management fees and carried interest in the normal course of business. Additionally, the Company often holds an investment in each limited partnership it manages, generally in the form of general partner and limited partner interests. The fee income, carried interest, and investments held are included in the Company’s ongoing consolidation analysis for each limited partnership. The Company consolidated 10 and 11 partnerships as of June 30, 2026 and December 31, 2025, respectively.

The noncontrolling interest related to these partnerships decreased to $1,727 at June 30, 2026 from $1,864 at December 31, 2025. Changes in market value, consolidations, deconsolidations, contributions, and distributions related to these investments in
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
the funds directly impact the noncontrolling interest component of Shareholders' equity on the Company's Condensed Consolidated Balance Sheets. The change in noncontrolling interest was primarily driven by an increase in net distributions and unfavorable market depreciation in limited partnership investments. The Company records the noncontrolling interest using a lag methodology relying on the most recent financial information available.
Fair Value Measurement

Upon consolidation, the Company elected to apply the FVO for financial assets and financial liabilities held by CLOs and continued to measure these assets (primarily corporate loans) and liabilities (debt obligations issued by CLOs) at fair value in subsequent periods. The Company has elected the FVO which allows the Company to more effectively align changes in the fair value of CLO assets with a commensurate change in the fair value of CLO liabilities.

Investments held by consolidated private equity funds are measured and reported at fair value in the Company's Condensed Consolidated Financial Statements. Changes in the fair value of consolidated investment entities are recorded as a separate line item within Income (loss) related to consolidated investment entities in the Company's Condensed Consolidated Statements of Operations.

The methodology for measuring the fair value of financial assets and liabilities of consolidated investment entities, and the classification of these measurements in the fair value hierarchy is consistent with the methodology and classification applied by the Company to its investment portfolio, as discussed within Note 4, Fair Value Measurements (excluding Consolidated Investment Entities) to these Condensed Consolidated Financial Statements.

As discussed in more detail below, the Company utilizes valuations obtained from third-party commercial pricing services, brokers and investment sponsors or third-party administrators that supply the net asset value ("NAV"), or its equivalent, per share used as a practical expedient. The valuations obtained from brokers and third-party commercial pricing services are non-binding. These valuations are reviewed on a monthly or quarterly basis depending on the entity and its underlying investments. Procedures include, but are not limited to, a review of underlying fund investor reports, review of top and worst performing funds requiring further scrutiny, review of variance from prior periods and review of variance from benchmarks, where applicable. In addition, the Company considers both macro and fund specific events that may impact the latest NAV supplied and determines if further adjustments of value should be made. Such changes, if any, are subject to senior management review.

When a price cannot be obtained from a commercial pricing service, independent broker quotes are solicited. Securities priced using independent broker quotes are classified as Level 3. Broker quotes and prices obtained from pricing services are reviewed and validated through an internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.

Cash and Cash Equivalents

The carrying amounts for cash reflect the assets’ fair values. The fair value for cash equivalents is determined based on quoted market prices. These assets are classified as Level 1.

CLOs

Corporate loans: Corporate loan investments consist of senior secured corporate loans, which comprise the majority of the consolidated CLO portfolio collateral. The fair values for corporate loans are measured based on the fair value of the CLO notes, as the Company uses the measurement alternative, which allows for the use of the more observable of the fair value of the financial assets and the fair value of the financial liabilities. The Company has determined that the inputs for measuring financial liabilities are more observable. The corporate loans are classified within Level 2 of the fair value hierarchy, consistent with the classification of the CLO notes. See the description of the fair value process for CLO notes below.

CLO notes: The CLO notes are backed by diversified loan portfolios consisting primarily of senior secured floating rate leveraged loans. Repayment risk is segmented into tranches with credit ratings of these tranches reflecting both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it. The most subordinated tranche bears the first loss and receives the residual payments, if any. The interest rates are generally variable rates based on SOFR or EURIBOR plus a pre-defined spread, which varies from 0.8% for the more senior tranches to
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
8.8% for the more subordinated tranches. CLO notes mature in 2034 and 2036, and have a weighted average maturity of 9 years as of June 30, 2026. The investors in this debt are not affiliated with the Company and have no recourse to the general credit of the Company for this debt. As of June 30, 2026 and December 31, 2025, the unpaid principal balance exceeded the fair value of the CLO notes by approximately $64 and $46, respectively.

The fair values of the CLO notes are determined using third-party commercial pricing services, with the primary inputs being credit spreads off benchmark yields, prepayment speed assumptions, current and forecasted loss severity, debt service coverage ratios, collateral type, payment priority within tranche and the vintage of the loans underlying the security. The CLO notes are classified within Level 2 of the fair value hierarchy.

The Company reviews the detailed prices including comparisons to prior periods for reasonableness. The Company utilizes a formal pricing challenge process to request a review of any price during which time the vendor examines its assumptions and relevant market inputs to determine if a price change is warranted.

The following narrative indicates the sensitivity of inputs:
•Default Rate: An increase (decrease) in the expected default rate would likely increase (decrease) the discount margin (increase risk premium) used to value the CLO investments and CLO notes and, as a result, would potentially decrease the value of the CLO investments and CLO notes.
•Recovery Rate: A decrease (increase) in the expected recovery of defaulted assets would potentially decrease (increase) the valuation of CLO investments and CLO notes.
•Prepayment Rate: A decrease (increase) in the expected rate of collateral prepayments would potentially decrease (increase) the valuation of CLO investments and CLO notes as the expected weighted average life ("WAL") would increase (decrease).
•Discount Margin (spread over SOFR): An increase (decrease) in the discount margin used to value the CLO investments and CLO notes would decrease (increase) the value of the CLO investments and CLO notes.

Private Equity Funds

As prescribed in ASC Topic 820, the unit of account for these investments is the interest in the investee fund. The Company owns an undivided interest in the fund portfolio and does not have the ability to dispose of individual assets and liabilities in the fund portfolio. Rather, the Company would be required to redeem or dispose of its entire interest in the investee fund. There is no current active market for interests in underlying private equity funds.

Valuation is generally based on the valuations provided by the fund's general partner or investment manager. The valuations typically reflect the fair value of the Company's capital account balance of each fund investment, including unrealized capital gains (losses), as reported in the financial statements of the respective investee fund as of the respective year end or the latest available date. In circumstances where fair values are not provided, the Company seeks to determine the fair value of fund investments based upon other information provided by the fund's general partner or investment manager or from other sources.

The fair value of securities received in-kind from fund investments is determined based on the restrictions around the securities.
•Unrestricted, publicly traded securities are valued at the closing public market price on the reporting date;
•Restricted, publicly traded securities may be valued at a discount from the closing public market price on the reporting date, depending on the circumstances; and
•Privately held securities are valued by the directors/general partner of the investee fund, based on a variety of factors, including the price of recent transactions in the company's securities and the company's earnings, revenue and book value.

In the case of direct investments or co-investments in private equity companies, the Company initially recognizes investments at cost and subsequently adjusts investments to fair value. On a quarterly basis, the Company reviews the general partner or lead investor's valuation of the investee company, taking into account other available information, such as indications of a market value through subsequent issues of capital or transactions between third parties, performance of the investee company during the period and public, comparable companies' analysis, where appropriate.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Investments in these funds typically may not be fully redeemed at NAV within 90 days because of inherent restriction on near term redemptions.

As of June 30, 2026 and December 31, 2025, certain private equity funds maintained revolving lines of credit of $1,103 and $1,308, respectively. The revolving lines of credit are eligible for renewal every three years; all loans bear interest at EURIBOR or SOFR plus 185 - 215 bps. The lines of credit are used for funding transactions before capital is called from investors, as well as for the financing of certain purchases. As of June 30, 2026 and December 31, 2025, outstanding borrowings amount to $938 and $1,029, respectively. The borrowings are reflected in Liabilities related to consolidated investment entities - Other liabilities on the Company's Condensed Consolidated Balance Sheets. The borrowings are carried at an amount equal to the unpaid principal balance.

The following table shows the fair value hierarchy for assets and liabilities measured on a recurring basis within the Company's consolidated investment entities as of June 30, 2026:
Level 1 Level 2 Level 3 NAV Total
Assets
VIEs
Cash and cash equivalents
 $ 75  $ —  $ —  $ —  $ 75 
Corporate loans —  965  —  —  965 
Limited partnerships/corporations —  —  —  2,854  2,854 
Other investments(1)
—  —  64  —  64 
VOEs
Cash and cash equivalents 2  —  —  —  2 
Other investments(1)
—  —  —  21  21 
Total assets $ 77  $ 965  $ 64  $ 2,875  $ 3,981 
Liabilities
VIEs
CLO notes $ —  $ 902  $ —  $ —  $ 902 
Total liabilities $ —  $ 902  $ —  $ —  $ 902 
(1) VIEs and VOEs - Other investments are reflected in Assets related to consolidated investment entities - Other assets on the Company's Condensed Consolidated Balance Sheets.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table shows the fair value for assets and liabilities measured on a recurring basis within the Company's consolidated investment entities as of December 31, 2025:

Level 1 Level 2 Level 3 NAV Total
Assets
VIEs
Cash and cash equivalents $ 116  $ —  $ —  $ —  $ 116 
Corporate loans —  1,350  —  —  1,350 
Limited partnerships/corporations —  —  —  3,142  3,142 
Other investments(1)
—  —  43  —  43 
VOEs
Cash and cash equivalents 4  —  —  —  4 
Other investments(1)
—  —  —  47  47 
Total assets $ 120  $ 1,350  $ 43  $ 3,189  $ 4,702 
Liabilities
VIEs
CLO notes $ —  $ 1,134  $ —  $ —  $ 1,134 
Total liabilities $ —  $ 1,134  $ —  $ —  $ 1,134 
(1) VIEs and VOEs - Other investments are reflected in Assets related to consolidated investment entities - Other assets on the Company's Condensed Consolidated Balance Sheets.

Transfers of investments out of Level 3 and into Level 2 or Level 1, if any, are recorded as of the beginning of the period in which the transfer occurred. For the three and six months ended June 30, 2026 and 2025, there were no transfers in or out of Level 3 or transfers between Level 1 and Level 2.

Deconsolidation of Certain Investment Entities

Certain investment entities that have historically been consolidated in the financial statements may require deconsolidation as of the reporting period because: (a) such funds have been liquidated or dissolved; or (b) the Company is no longer deemed to be the primary beneficiary of the VIEs/VOEs as it no longer has a controlling financial interest.

The Company had one and three deconsolidations during the three and six months ended June 30, 2026, respectively. The Company had two deconsolidations during the three and six months ended June 30, 2025. Because the Company was no longer deemed to be the primary beneficiary of the VIEs, it no longer had a controlling financial interest in the entities. For deconsolidated investment entities, the Company continues to serve as the general partner and/or investment manager until such entities are fully liquidated.

Nonconsolidated VIEs

The Company also holds variable interest in certain CLOs and LPs that are not consolidated as it has been determined that the Company is not the primary beneficiary.

CLOs

As of June 30, 2026 and December 31, 2025, the Company held $425 and $438 ownership interests, respectively, in unconsolidated CLOs, which also represents the Company's maximum exposure to loss.

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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
LPs

As of June 30, 2026 and December 31, 2025, the Company held $1,879 and $1,891 ownership interests, respectively, in unconsolidated limited partnerships, which also represents the Company's maximum exposure to loss.

Securitizations

The Company invests in various tranches of securitization entities, including RMBS, CMBS and ABS. Through its investments, the Company is not obligated to provide any financial or other support to these entities. Each of the RMBS, CMBS and ABS entities are thinly capitalized by design and considered VIEs. The Company's involvement with these entities is limited to that of a passive investor. The Company has no unilateral right to appoint or remove the servicer, special servicer or investment manager, which are generally viewed to have the power to direct the activities that most significantly impact the securitization entities' economic performance, in any of these entities, nor does the Company function in any of these roles. The Company, through its investments or other arrangements, does not have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity. Therefore, the Company is not the primary beneficiary and does not consolidate any of the RMBS, CMBS and ABS entities in which it holds investments. These investments are accounted for as investments available-for-sale as described in Note 4, Fair Value Measurements (excluding Consolidated Investment Entities) to these Condensed Consolidated Financial Statements and unrealized capital gains (losses) on these securities are recorded directly in AOCI, except for certain RMBS which are accounted for under the FVO whose change in fair value is reflected in Net gains (losses) in the Condensed Consolidated Statements of Operations. The Company’s maximum exposure to loss on these structured investments is limited to the amount of its investment. Refer to Note 2, Investments (excluding Consolidated Investment Entities) to these Condensed Consolidated Financial Statements for details regarding the carrying amounts and classifications of these assets.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

For the purposes of this discussion, the terms "Voya," "the Company," "we," "our," and "us" refer to Voya Financial, Inc. and its subsidiaries.

The following discussion and analysis presents a review of our condensed consolidated results of operations for the three and six months ended June 30, 2026 and 2025 and financial condition as of June 30, 2026 and December 31, 2025. This item should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, as well as Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") section contained in our Annual Report on Form 10-K.

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See the Note Concerning Forward-Looking Statements.

Overview

We are a leading provider of workplace benefits and savings solutions and technologies to U.S. employers, enabling better financial outcomes for their employees and for those who depend on their employees through our retirement solutions, retail wealth services, and a comprehensive portfolio of benefits products. We are also a leading international asset manager, built on a foundation of institutional-quality fixed income and private asset strategies, with a well-established presence in U.S. markets and a large and growing business managing retail and institutional equity, fixed income and blended strategies for clients in Europe and Asia.

We are focused on executing our mission to make a secure financial future possible—one person, one family and one institution at a time. Voya’s scale, business mix, risk profile, and strong excess capital generation are competitive differentiators, and we have a clear path to increasing excess capital generation and Adjusted operating earnings growth via net revenue growth, margin expansion, and disciplined capital management.

We provide products and services through three segments: Retirement, Investment Management and Employee Benefits.

Retirement
Our Retirement segment provides retirement plan solutions and administration technology and services to employers. These products and services include full-service and recordkeeping-only defined contribution plan administration, stable value and fixed general account investment products, and non-qualified plan administration. It also includes tools, guidance, and services to promote the financial well-being and retirement security of employees. Additionally, we provide individual retirement accounts and financial guidance and advisory services that enables us to deepen relationships with our retirement plan participants.

Revenue is earned from a diverse and complementary business mix and consists primarily of fee and investment income. Fee income is generated from asset-based and participant-based administrative, recordkeeping and advisory fees. Investment income derives from our general account assets and other funds. Because a significant portion of our revenues is tied to account values, our profitability is determined in part by the amount of assets we have under management, administration or advisement. This in turn depends on sales volumes from new and existing clients, net deposits from retirement plan participants, asset retention, and changes in the market value of account assets. Our profitability also depends on the difference between the investment income we earn on our general account assets, or our portfolio yield, and crediting rates on client accounts.

Investment Management
With global distribution capabilities, we offer domestic and international fixed income, equity, alternatives and multi-asset products and solutions across market sectors and investment styles through our actively managed, full-service investment management business. We aim to provide positive investment results that are repeatable and consistent, and deliver research-driven, risk-adjusted, client-oriented investment strategies and solutions and advisory services across asset classes, geographies and investment styles.

Through our institutional distribution channel and our Retirement and Employee Benefits businesses, we serve a variety of institutional clients, including public, corporate and multiemployer defined benefit and defined contribution retirement plans,
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endowments and foundations, and insurance companies. We are a market leader in providing third-party general account management services to insurance companies, with a focus on public and private fixed income asset strategies, and a client service model adapted for the particular needs of insurance company clients. We also serve individual investors by offering our mutual funds, separately managed accounts, and private and alternative funds through an intermediary-focused distribution platform or through affiliate and third-party retirement platforms. Our scaled and growing international retail business is conducted through sub-advisory agreements with investment vehicles sponsored by affiliates of AllianzGI and distributed in Europe and Asia.

Investment Management’s primary source of revenue is management fees collected on the assets we manage. These fees are typically based on a percentage of AUM. In certain investment management fee arrangements, we may also receive performance-based incentive fees when the return on AUM exceeds certain benchmark returns or other performance hurdles. In addition, and to a lesser extent, Investment Management collects administrative fees on outside managed assets that are administered by our mutual fund platform and distributed primarily by our Retirement segment. Investment Management also receives fees as the primary investment manager of our general account, which is managed on a market-based pricing basis. Finally, Investment Management generates revenues from a portfolio of seed capital investments in private equity, collateralized loan obligations and various funds.

Employee Benefits
Our Employee Benefits segment provides workplace employee benefits including group life insurance, disability insurance, leave management services, supplemental benefit insurance, financial wellness, and decision support products and services to mid-size and large corporate employers and professional associations. We serve the employer market by providing stop-loss coverage to employer plan sponsors that self-fund their pharmaceutical and medical benefits plans. In addition, we provide Health Account Solutions (Health Savings Account ("HSA")/Flexible Spending Account ("FSA")/Health Reimbursement Arrangements ("HRA") and COBRA administration).

Our Employee Benefits segment also provides benefits and plan administration services to employers and health plans through our Benefitfocus business. Benefitfocus provides market-leading benefits enrollment and administration services to employers and plan enrollment services to health plans. It also provides a benefits marketplace through which employees can select and enroll in voluntary benefits offered by their employers. Our Benefitfocus platform is open-architecture and product-agnostic, enrolling and administering benefits from a variety of third-party carriers.

In addition, we also provide decision support tools through the Benefitfocus enrollment platform and through our MyVoyage application, which provides a comprehensive guidance tool for employees to see their entire financial picture including their workplace benefits and savings. We support employers by taking on the administrative burden of benefits enrollment and administration, leave management, COBRA administration, and other obligations.

The Employee Benefits segment generates revenue from premiums and fees, investment income, mortality and morbidity income, and policy and other charges. Underwriting income comprises the majority of revenues in this segment and derives from the difference between premiums and mortality charges collected and benefits and expenses paid for group life, stop-loss and voluntary benefits. Fee income is generated from services provided on benefits administration, leave management, HSA/FSA/HRA and COBRA administration and proprietary decision support tools. Investment income is driven by the spread between investment yields and credited rates (the interest and income that is credited to the policies) to policyholders on voluntary universal life, whole life products, and HSA invested assets, as well as the spread earned on policyholder reserves and target surplus.

Business Update

On January 2, 2025, we completed the acquisition of the full-service retirement plan business of OneAmerica Financial through the purchase of legal entities and an indemnity reinsurance agreement. The acquisition adds scale and a broader set of capabilities to our full-service business in Retirement, including incremental assets in emerging and mid-market segments, employee stock ownership plan capabilities and new distribution partnerships. The purchase consideration included $50 million in cash paid at closing and contingent consideration based on plan persistency and transition incentives. During the first quarter of 2026, we paid $129 million of contingent consideration, with up to $20 million remaining payable later in 2026 based on the achievement of transition services incentives.


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Operating Measures

In this MD&A, we discuss Adjusted operating earnings before income taxes and Adjusted operating revenues, each of which is a measure used by management to evaluate segment performance. For additional information on each measure, see Note 9, Segments to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Assets Under Management ("AUM") and Assets Under Advisement ("AUA")

The following table presents AUM and AUA as of the dates indicated:
As of June 30,
($ in millions) 2026 2025
AUM and AUA:
Retirement $ 863,457  $ 757,244 
Investment Management 439,877  413,119 
Employee Benefits 1,892  1,963 
Eliminations/Other(1)
(121,454) (117,098)
Total AUM and AUA(2)
$ 1,183,772  $ 1,055,228 
AUM 623,169  582,945 
AUA
 560,603  472,283 
Total AUM and AUA(2)
$ 1,183,772  $ 1,055,228 
(1) Includes eliminations for AUM and AUA in our Retirement and Employee Benefits segments that are managed by our Investment Management segment and also reported in their AUM and AUA.
(2) Includes AUM and AUA related to the divested businesses managed by our Investment Management segment.


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Results of Operations - Consolidated

The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 Change 2026 2025 Change
Revenues:
Net investment income $ 537  $ 584  $ (47) $ 1,106  $ 1,144  $ (38)
Fee income 620  577  43  1,224  1,147  77 
Premiums 716  718  (2) 1,460  1,455  5 
Net gains (losses)
 (40) (41) 1  (85) (75) (10)
Other revenue 112  100  12  221  204  17 
Income (loss) related to CIEs (49) 43  (92) 1  75  (74)
Total revenues 1,896  1,981  (85) 3,927  3,950  (23)
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders 825  801  24  1,644  1,636  8 
Operating expenses
 898  857  41  1,746  1,681  65 
Net amortization of DAC and VOBA
 62  58  4  127  120  7 
Interest expense 33  28  5  62  60  2 
Operating expenses related to CIEs
 44  49  (5) 84  92  (8)
Total benefits and expenses 1,862  1,793  69  3,663  3,589  74 
Income (loss) before income taxes
 34  188  (154) 264  361  (97)
Income tax expense (benefit) 16  27  (11) 51  49  2 
Net income (loss)
 18  161  (143) 213  312  (99)
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest
 (76) (5) (71) (63) (10) (53)
Less: Preferred stock dividends 4  4  —  21  21  — 
Net income (loss) available to our common shareholders $ 90  $ 162  $ (72) $ 255  $ 301  $ (46)
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Consolidated - Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Total revenues

Total revenues decreased $85 million from $1,981 million to $1,896 million. The following items contributed to the overall decrease.

Net investment income decreased $47 million from $584 million to $537 million primarily due to:

•overall market impacts to limited partnership valuations.

The decrease was partially offset by:

•higher investment income on fixed maturity securities primarily due to prepayments and actions to improve the portfolio yield.

Fee income increased $43 million from $577 million to $620 million primarily due to:

•higher average equity markets; and
•strong commercial momentum in Investment Management and Retirement .

Other revenue increased $12 million from $100 million to $112 million primarily due to:

•favorable market value adjustments in Retirement; and
•an increase in other interest income due to actions to increase yield on cash balances.

Income (loss) related to CIEs decreased $92 million from income of $43 million to a loss of $49 million primarily due to:

•overall market impacts to limited partnership valuations.

Total benefits and expenses

Total benefits and expenses increased $69 million from $1,793 million to $1,862 million. The following items contributed to the overall increase.

Interest credited and other benefits to contract owners/policyholders increased $24 million from $801 million to $825 million primarily due to:

•less favorable Stop Loss and Voluntary developments in the current period compared to the prior period in Employee Benefits.

The increase was partially offset by:

•favorable Group Life experience in Employee Benefits.

Operating expenses increased $41 million from $857 million to $898 million primarily due to:

•investments in Retirement;
•business growth; and
•higher severance expenses in the current period.

The increase was partially offset by:

•disciplined management of spend; and
•lower acquisition and integration costs.

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Income tax expense (benefit)

Income tax expense (benefit) decreased $11 million from $27 million to $16 million primarily due to:

•a decrease in Income (loss) before income taxes.

The decrease was partially offset by:

•an increase in the tax effect of Net income (loss) attributable to noncontrolling interest; and
•a decrease in the dividends received deduction ("DRD").


Consolidated - Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Total Revenues

Total revenues decreased $23 million from $3,950 million to $3,927 million. The following items contributed to the overall decrease.

Net investment income decreased $38 million from $1,144 million to $1,106 million primarily due to:

•overall market impacts to limited partnership valuations.

The decrease was partially offset by:

•higher investment income on fixed maturity securities primarily due to prepayments and actions to improve the portfolio yield.

Fee income increased $77 million from $1,147 million to $1,224 million primarily due to:

•higher average equity markets; and
•strong commercial momentum in Investment Management.

Income (loss) related to CIEs decreased $74 million from $75 million to $1 million primarily due to:

•overall market impacts to limited partnership valuations.

Total Benefits and Expenses

Total benefits and expenses increased $74 million from $3,589 million to $3,663 million. The following items contributed to the overall increase.

Operating expenses increased $65 million from $1,681 million to $1,746 million primarily due to:

•business growth;
•investments in Retirement; and
•higher severance expenses in the current period.

The increase was partially offset by:

•disciplined management of spend; and
•lower acquisition and integration costs.



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Adjustments from Income (loss) before income taxes to Adjusted operating earnings before income taxes

The summary below reconciles Income (loss) before income taxes to Adjusted operating earnings before income taxes for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions)
 2026 2025 Change 2026 2025 Change
Income (loss) before income taxes
 $ 34  $ 188  $ (154) $ 264  $ 361  $ (97)
Less adjustments:
Net investment gains (losses) (21) (29) 8  (58) (31) (27)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment (29) (30) 1  (55) (69) 14 
Income (loss) attributable to noncontrolling interests (76) (5) (71) (63) (10) (53)
Dividend payments made to preferred shareholders 4  4  —  21  21  — 
Other adjustments(1)
(11) (41) 30  (5) (71) 66 
Total adjustments to income (loss) before income taxes (133) (101) (32) (160) (160) — 
Total adjusted operating earnings before income taxes
 $ 167  $ 289  $ (122) $ 424  $ 521  $ (97)
Adjusted operating earnings before income taxes by segment:
Retirement $ 190  $ 235  $ (45) $ 399  $ 442  $ (43)
Investment Management 74  65  9  133  118  15 
Employee Benefits 22  69  (47) 85  115  (30)
Corporate(2)(3)
(104) (67) (37) (167) (131) (36)
Total including noncontrolling interest
 183  302  (119) 450  545  (95)
Less: Earning (loss) attributable to the noncontrolling interest
 16  13  3  27  24  3 
Total $ 167  $ 289  $ (122) $ 424  $ 521  $ (97)
(1) Primarily consists of acquisition and integration costs associated with recent transactions and amortization of acquisition-related intangible assets. For the three and six months ended June 30, 2026, also includes a $21 million, pre-tax, gain on the sale of an office building. For the three and six months ended June 30, 2025, also includes $23 million and $31 million, pre-tax of severance expenses, respectively.
(2) For the three and six months ended June 30, 2026, includes approximately $40 million, pre-tax, of severance expenses.
(3) Corporate is not a reportable segment.

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Consolidated - Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Adjustments to Income (loss) before income taxes

Net investment gains (losses) improved $8 million from a loss of $29 million to a loss of $21 million primarily due to:

•net favorable changes in derivative valuations due to interest rate movements; and
•lower credit allowances in the current year compared to the prior year.

This was partially offset by:

•an unfavorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements.

Other adjustments to operating earnings improved $30 million from a loss of $41 million to a loss of $11 million primarily due to:

•lower acquisition costs, including lower integration and severance costs.

Consolidated - Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Adjustments to Income (loss) before income taxes

Net investment gains (losses) worsened $27 million from a loss of $31 million to a loss of $58 million primarily due to:

•an unfavorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements; and
•an unfavorable change in market risk benefits driven by equity market performance and interest rate movements.

This was partially offset by:

•net favorable changes in derivative valuations due to interest rate movements; and
•lower credit allowances in the current year compared to the prior year.

Income (loss) related to businesses exited or to be exited through reinsurance or divestment improved $14 million from a loss of $69 million to a loss of $55 million primarily due to:

•lower amortization of intangibles reflecting business run-off; and
•net favorable market value changes on embedded derivatives primarily due to interest rate movements.

Other adjustments to operating earnings improved $66 million from a loss of $71 million to a loss of $5 million primarily due to:

•lower acquisition costs, including lower integration and severance costs; and
•a gain on the sale of an office building.

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Results of Operations - Segment by Segment

Adjusted operating earnings before income taxes is the measure of segment profit or loss management uses to evaluate segment performance. Adjusted operating earnings before income taxes should not be viewed as a substitute for GAAP pre-tax income. We believe the presentation of segment Adjusted operating earnings before income taxes as we measure it for management purposes enhances the understanding of our business by reflecting the underlying performance of our core operations and facilitating a more meaningful trend analysis. Refer to Note 9, Segments to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on the presentation of segment results, our definition of Adjusted operating earnings before income taxes and Adjusted operating revenues, which are both non-GAAP financial measures, and a reconciliation to the most directly comparable GAAP measure.

Adjusted operating benefits and expenses is a measure of our segment operating benefits and expenses and a non-GAAP financial measure. Each segment’s Adjusted operating benefits and expenses are calculated by adjusting Total benefits and expenses for the following items:
•Changes in market risk benefits;
•Benefits and expenses related to businesses exited or to be exited through reinsurance or divestment;
•Expenses attributable to noncontrolling interests;
•Dividend payments made to preferred shareholders are included in adjusted operating benefits and expenses to reflect expenses related to our common shareholders;
•Other adjustments include:
◦Income (loss) related to early extinguishment of debt;
◦Impairment of goodwill and intangible assets;
◦Amortization of acquisition-related intangible assets as well as contingent consideration fair value adjustments incurred in connection with certain acquisitions;
◦Expected return on plan assets net of interest costs associated with our qualified defined benefit pension plan and immediate recognition of net actuarial gains (losses) related to all of our pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments;
◦Commissions paid to our broker-dealers for sales of non-proprietary products, other items where the income is passed on to third parties, which are reflected in adjusted operating revenue with the fee income related to those products and the elimination of intercompany investment expenses included in Adjusted operating benefits and expenses;
◦Other items not indicative of normal operations or performance of our segments or that may be related to events such as capital or organizational restructurings, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities, and expenses attributable to vacant real estate.

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The summary below reconciles Total benefits and expenses to Adjusted operating benefits and expenses for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Total benefits and expenses $ 1,862  $ 1,793  $ 3,663  $ 3,589 
Less adjustments:
Changes in market risk benefits
 (12) (9) 4  (12)
Benefits and expenses related to businesses exited or to be exited through reinsurance or divestment
 50  60  95  127 
Expenses attributable to noncontrolling interests 56  54  98  95 
Dividend payments made to preferred shareholders (4) (4) (21) (21)
Other adjustments 71  95  121  158 
Total adjusted operating benefits and expenses
 $ 1,701  $ 1,598  $ 3,366  $ 3,243 
Adjusted operating benefits and expenses by segment:
Retirement $ 609  $ 589  $ 1,221  $ 1,180 
Investment Management 181  174  373  364 
Employee Benefits 799  763  1,591  1,558 
Corporate 112  72  181  142 
Total adjusted operating benefits and expenses
 $ 1,701  $ 1,598  $ 3,366  $ 3,243 

Retirement

The following table presents Adjusted operating earnings before income taxes of our Retirement segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Adjusted operating revenues:
Net investment income and net gains (losses) $ 422  $ 482  $ 878  $ 939 
Fee income 350  319  691  637 
Other revenue 28  24  52  46 
Total adjusted operating revenues 799  824  1,620  1,622 
Adjusted operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders 227  232  452  463 
Operating expenses 356  330  714  662 
Net amortization of DAC/VOBA 27  27  54  54 
Total adjusted operating benefits and expenses
 609  589  1,221  1,180 
Adjusted operating earnings before income taxes $ 190  $ 235  $ 399  $ 442 

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The following table presents Net revenue and Adjusted operating margin for our Retirement segment for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Adjusted operating earnings before income taxes $ 190 $ 235 $ 399 $ 442
Total adjusted operating revenues 799 824 1,620 1,622
Less: Interest credited and other benefits to contract owners/policyholders 227 232 452 463
Net revenue $ 573 $ 592 $ 1,168 $ 1,159
Adjusted operating margin(1)
33.2  % 39.7  % 34.2  % 38.2  %
(1) Adjusted operating earnings before income taxes divided by Net revenue.

The following table presents Total Client Assets by product group, which comprise total AUM and AUA, for our Retirement segment as of the dates indicated:
As of June 30,
($ in millions) 2026 2025
Full Service $ 297,701  $ 270,477 
Recordkeeping 493,823  419,669 
Total Defined Contribution 791,524  690,146 
Investment-only Stable Value 36,965  36,678 
Wealth Management(1)
33,509  28,903 
Other Assets(2)
6,547  5,503 
Eliminations(3)
(5,088) (3,986)
Total Client Assets by product group $ 863,457  $ 757,244 
(1) Includes a proprietary IRA mutual fund product wholesaled as a manufacturer and sold to Wealth Management clients through a wholly owned broker-dealer and investment advisor, Voya Financial Advisors ("VFA"). Effective first quarter 2026, the VFA-sold or distributed portion previously eliminated through the Eliminations line is now eliminated within Wealth Management assets. This change did not affect Total Client Assets and prior periods have been recast for comparability.
(2) Other assets includes other guaranteed payout products and non-qualified retirement plans.
(3) Includes eliminations for certain client assets included in Recordkeeping and Investment-only Stable Value to better reflect the asset bases generating revenue.

The following table presents Total Client Assets by source of earnings, which comprise total AUM and AUA, for our Retirement segment as of the dates indicated:
As of June 30,
($ in millions) 2026 2025
Fee-based $ 766,014  $ 662,433 
Spread-based(1)
32,057  33,220 
Investment-only Stable Value 36,965  36,678 
Wealth Management(2)
33,509  28,899 
Eliminations
 (5,088) (3,986)
Total Client Assets by source of earnings $ 863,457  $ 757,244 
(1) Spread-based client assets includes a portion of Full Service, as well as proprietary IRA mutual fund products and other guaranteed payout products.
(2) Includes a proprietary IRA mutual fund product wholesaled as a manufacturer and sold to Wealth Management clients through VFA. Effective first quarter 2026, the VFA-sold or distributed portion previously eliminated through the Eliminations line is now eliminated within Wealth Management assets. This change did not affect Total Client Assets and prior periods have been recast for comparability.

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The following table presents Full Service, Recordkeeping, and Stable Value net flows for our Retirement segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Deposits $ 8,085  $ 7,571  $ 16,444  $ 16,046 
Surrenders, benefits and product charges (11,083) (8,692) (23,706) (17,996)
Total Full Service Net flows (2,998) (1,121) (7,262) (1,949)
Recordkeeping Net Flows 11,077  12,732  6,143  42,964 
Total Defined Contribution Net Flows(1)
$ 8,079  $ 11,611  $ (1,118) $ 41,016 
Investment-only Stable Value Net Flows $ 456  $ 252  $ 13  $ 1,411 
(1) Total of Full Service and Recordkeeping.

Retirement - Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Adjusted operating earnings before income taxes decreased $45 million from $235 million to $190 million primarily due to:

•lower alternative investment income and spread based assets; and
•higher expenses driven by investments and business growth.

The decrease was partially offset by:

•higher fee income driven by higher average equity markets and business growth;
•active portfolio management; and
•disciplined management of spend.


Retirement - Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Adjusted operating earnings before income taxes decreased $43 million from $442 million to $399 million primarily due to:

•lower alternative investment income and spread based assets; and
•higher expenses driven by business growth and investments.

The decrease was partially offset by:

•higher fee income driven by higher average equity markets;
•active investment portfolio management; and
•disciplined management of spend.


















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Investment Management

The following table presents Adjusted operating earnings before income taxes of our Investment Management segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Adjusted operating revenues:
Net investment income and net gains (losses) $ 2  $ 5  $ 9  $ 11 
Fee income 253  237  496  472 
Other revenue 1  (3) 2  (1)
Total adjusted operating revenues 255  239  507  482 
Adjusted operating benefits and expenses:
Operating expenses 181  174  373  364 
Total adjusted operating benefits and expenses
 181  174  373  364 
Adjusted operating earnings before income taxes including noncontrolling interest 74  65  133  118 
Less: Earnings (loss) attributable to the noncontrolling interest(1)
18  14  30  26 
Adjusted operating earnings before income taxes $ 57  $ 51  $ 103  $ 92 
(1) Reflects Allianz's 24% ownership stake in the results of VIM Holdings LLC.

The following table presents Net revenue and Adjusted operating margin for our Investment Management segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Adjusted operating earnings before income taxes including noncontrolling interest $ 74 $ 65 $ 133 $ 118
Total adjusted operating revenues 255 239 507 482
Net revenue $ 255 $ 239 $ 507 $ 482
Adjusted operating margin(1)
29.1  % 27.3  % 26.3  % 24.5  %
(1) Adjusted operating earnings before income taxes divided by Net revenue.

Our Investment Management segment revenues include the following intersegment revenues, primarily consisting of asset-based management and administration fees, for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Investment Management intersegment revenues $ 21  $ 21  $ 43  $ 43 













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The following table presents AUM and AUA for our Investment Management segment as of the dates indicated:
As of June 30,
($ in millions) 2026 2025
External clients:
Institutional(1)
$ 178,751  $ 166,833 
Retail(1)
162,342  156,329 
Total external clients 341,093  323,162 
General account 36,118  36,428 
Total AUM
377,211  359,589 
AUA(2)
62,666  53,530 
Total AUM and AUA
 $ 439,877  $ 413,119 
(1) Includes assets associated with divested businesses.
(2) Includes assets sourced by other segments and also reported as AUA or AUM by such other segments. Assets Under Advisement, presented in AUA, includes advisory assets, mutual fund, general account and stable value assets.

The following table presents net flows for our Investment Management segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
AUM Net Flows:
Institutional $ 1,611  $ 952  $ 2,014  $ 6,139 
Retail(1)
(426) 874  (764) 3,370 
Net Flows excluding Net Flows from Divested Businesses 1,185  1,826  1,250  9,509 
Divested businesses
 (25) (259) (295) (633)
Total AUM Net Flows $ 1,160  $ 1,567  $ 955  $ 8,877 
AUA Net Flows:
Assets Under Advisory Net Flows (AUA) $ 956  $ 1,967  $ 1,318  $ 2,897 
AUA Net Flows from Divested Businesses (5) (29) (89) (78)
Total AUA Net Flows $ 951  $ 1,938  $ 1,229  $ 2,819 
(1) Includes reinvested dividends.

Investment Management - Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Adjusted operating earnings before income taxes including noncontrolling interest increased $9 million from $65 million to $74 million primarily due to:

•higher fee-based revenues benefiting from positive net flows and capital markets; and
•disciplined management of spend.

The increase was partially offset by:

•higher operating expenses driven by business growth.

Investment Management - Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Adjusted operating earnings before income taxes including noncontrolling interest increased $15 million from $118 million to $133 million primarily due to:

•higher fee-based revenues benefiting from positive net flows and capital markets; and
•disciplined management of spend.

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The increase was partially offset by:

•higher operating expenses driven by business growth.

Employee Benefits

The following table presents Adjusted operating earnings before income taxes of the Employee Benefits segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Adjusted operating revenues:
Net investment income and net gains (losses) $ 34  $ 43  $ 76  $ 80 
Fee income 20  21  41  39 
Premiums 717  720  1,456  1,454 
Other revenue 50  48  102  100 
Total adjusted operating revenues
821  832  1,675  1,673 
Adjusted operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders 558  529  1,096  1,081 
Operating expenses 229  227  469  461 
Net amortization of DAC/VOBA 12  7  26  16 
Total adjusted operating benefits and expenses
 799  763  1,591  1,558 
Adjusted operating earnings before income taxes
 $ 22  $ 69  $ 85  $ 115 

The following table presents Net revenue and Adjusted operating margin for our Employee Benefits segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Adjusted operating earnings before income taxes $ 22  $ 69  $ 85  $ 115 
Total adjusted operating revenues 821  832  1,675  1,673 
Less: Interest credited and other benefits to contract owners/policyholders 558  529  1,096  1,081 
Net revenue $ 263  $ 303  $ 579  $ 592 
Adjusted operating margin(1)
8.4  % 22.8  % 14.7  % 19.5  %
(1) Adjusted operating earnings before income taxes divided by Net revenue.

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The following table presents sales, gross premiums and in-force for our Employee Benefits segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Sales by Product Line:
Group life and Disability $ 12  $ 22  $ 83  $ 96 
Stop loss(1)
3  14  279  279 
Total group products 15  36  362  375 
Voluntary and Other(2)
29  37  150  136 
Total sales by product line $ 44  $ 73  $ 512  $ 511 
Total gross premiums and deposits $ 823  $ 843  $ 1,661  $ 1,689 
Group life and Disability $ 913  $ 977  $ 913  $ 977 
Stop loss 1,537  1,569  1,537  1,569 
Voluntary and Other(1)
1,139  1,103  1,139  1,103 
Total annualized in-force premiums and fees $ 3,589  $ 3,649  $ 3,589  $ 3,649 
Loss Ratios:(3)
Group life (interest adjusted)
 72.1  % 74.3  % 71.3  % 82.2  %
Stop loss 85.4  % 80.3  % 82.4  % 77.6  %
Total Aggregate Loss Ratio
 75.0  % 70.7  % 72.2  % 71.4  %
Total Aggregate Loss Ratio Trailing Twelve Months
 74.3  % 79.0  % 74.3  % 79.0  %
(1) Stop loss sales for the three months ended March 31, 2026 have been recast to remove a minor double count of sales in the previously reported figure.
(2) Includes benefit administration annual recurring revenue and Health Account Solutions products.
(3) Reported Loss ratios are net of reinsurance recoveries.

Employee Benefits - Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Adjusted Operating earnings before income taxes decreased $47 million from $69 million to $22 million primarily due to:

•less favorable Stop Loss and Voluntary developments in the current period compared to the prior period; and
•lower alternative investment income.

The decrease was partially offset by:

•favorable Group Life experience; and
•disciplined management of spend.

Employee Benefits - Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Adjusted Operating earnings before income taxes decreased $30 million from $115 million to $85 million primarily due to:

•less favorable Stop Loss and Voluntary developments in the current period compared to the prior period; and
•lower alternative investment income.

The decrease was partially offset by:

•favorable Group Life experience; and
•disciplined management of spend.

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Corporate

The following table presents Adjusted operating earnings before income taxes of Corporate for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Adjusted operating revenues:
Net investment income and net gains (losses) $ 8  $ 5  $ 13  $ 10 
Other revenue —  —  —  1 
Total adjusted operating revenues 8  5  13  11 
Adjusted operating benefits and expenses:
Operating expenses(1)
74  40  95  62 
Interest expense(2)
38  32  86  80 
Total adjusted operating benefits and expenses
 112  72  181  142 
Adjusted operating earnings before income taxes including noncontrolling interest (104) (67) (167) (131)
Less: Earnings (loss) attributable to the noncontrolling interest(3)
(2) (1) (4) (2)
Adjusted operating earnings before income taxes $ (102) $ (67) $ (163) $ (129)
(1) Includes expenses from corporate activities and expenses not allocated to our segments.
(2) Includes dividend payments made to preferred shareholders.
(3) Reflects Allianz's 24% ownership stake in the results of VIM Holdings LLC.
Corporate - Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Adjusted operating earnings before income taxes including noncontrolling interest worsened $37 million from a loss of $67 million to a loss of $104 million primarily due to:

•severance costs in the current period.

Corporate - Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Adjusted operating earnings before income taxes including Allianz noncontrolling interest worsened $36 million from a loss of $131 million to a loss of $167 million primarily due to:

•severance costs in the current period.

Alternative Investment Income

Investment income on certain alternative investments can be volatile due to changes in market conditions. The following table presents the amount of investment income on certain alternative investments that is included in segment Adjusted operating earnings before income taxes and the average level of assets in each segment, prior to intercompany eliminations. This excludes alternative investments and income that are a component of Income (loss) related to businesses exited or to be exited through reinsurance or divestment. These alternative investments are carried at fair value, which is estimated based on the NAV of these funds. While investment income on these assets can be volatile, based on current plans, we expect to earn 9% on these assets over the long-term.

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The following table presents the alternative investment income and the average assets of alternative investments for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Retirement:
Alternative investment income $ (12) $ 42  $ 17  $ 64 
Average alternative investment 1,651  1,590  1,648  1,590 
Investment Management:
Alternative investment income —  4  7  9 
Average alternative investment 292  344  299  335 
Employee Benefits:
Alternative investment income (3) 7  1  10 
Average alternative investment 214  268  215  253 


Liquidity and Capital Resources
Liquidity refers to our ability to access sufficient sources of cash to meet the requirements of our operating, investing and financing activities. Capital refers to our long-term financial resources available to support business operations and future growth. Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the businesses, timing of cash flows on investments and products, general economic conditions and access to the capital markets and the other sources of liquidity and capital described herein.

The following discussion presents an analysis of our sources and uses of liquidity and capital and should be read in its entirety and in conjunction with the Off-Balance Sheet Arrangements discussion included further below.

Consolidated Sources and Uses of Liquidity and Capital

Our principal available sources of liquidity are product charges, investment income, proceeds from the maturity and sale of investments, proceeds from debt issuance and borrowing facilities, equity securities issuance, repurchase agreements, contract deposits and securities lending. Primary uses of these funds are payments of policyholder benefits, commissions and operating expenses, interest credits, dividends, debt maturities and redemptions, share repurchases, investment purchases, business acquisitions and contract maturities, withdrawals and surrenders.

Parent Company Sources and Uses of Liquidity

Voya Financial, Inc. is largely dependent on cash flows from its operating subsidiaries to meet its obligations. The principal sources of funds available to Voya Financial, Inc. include dividends and returns of capital from its operating subsidiaries, as well as cash and short-term investments, and proceeds from debt issuances, borrowing facilities and equity securities issuances.

These sources of funds include the $500 million revolving credit sublimit of our senior unsecured credit facility, the $550 million undrawn capacity of our pre-capitalized trust securities ("P-Caps") and reciprocal borrowing facilities maintained with Voya Financial, Inc.'s subsidiaries as well as alternate sources of liquidity described below.

We estimate that our excess capital (which we define as the amount of total adjusted capital in our insurance subsidiaries above our 375% RBC target, plus the amount of holding company liquidity above our $200 million target) as of June 30, 2026, was approximately $0.2 billion. As of June 30, 2026, our estimated combined RBC ratio was 390%. Excess capital and the estimated RBC ratio are both adjusted for certain intercompany loans and transactions.
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Voya Financial, Inc.'s primary sources and uses of cash for the periods indicated are presented in the following table:

Six Months Ended June 30,
($ in millions) 2026 2025
Beginning cash and cash equivalents balance $ 155  $ 217 
Sources:
Dividends and returns of capital from subsidiaries 640  422 
Loans from subsidiaries, net of repayments
 73  286 
Debt issuance(1)
446  — 
Amounts received from subsidiaries under tax sharing agreements, net 64  28 
Refund of income taxes, net —  1 
Settlement of amounts due from subsidiaries and affiliates, net
 50  36 
Collateral received, net 16  2 
Derivatives, net 11  — 
Total sources 1,300  775 
Uses:
Payment of interest expense 61  53 
Capital provided to subsidiaries 14  25 
Payment for business acquisitions 129  50 
Loans to subsidiaries, net of repayments
 163  75 
Payment of income taxes, net 4  — 
Common stock acquired - share repurchase
 300  — 
Share-based compensation 30  36 
Dividends paid on preferred stock 21  21 
Dividends paid on common stock 86  87 
Acquisition of short-term investments, net
 11  60 
Debt maturity(1)
447  400 
Asset purchases and investment expense, net 14  — 
Derivatives, net —  5 
Other, net 26  31 
Total uses 1,306  843 
Net increase (decrease) in cash and cash equivalents
 (6) (68)
Ending cash and cash equivalents balance $ 149  $ 149 
Liquid short-term investments(2)
89  80 
Ending cash, cash equivalents and liquid short-term investments
 $ 238  $ 229 
(1) See Debt below for further detail.
(2) Short-term investments have maturities of one year or less, but greater than three months, are liquid and primarily consist of commercial paper investments rated BBB+ or greater.

Liquidity

We manage liquidity through access to substantial investment portfolios as well as a variety of other sources of liquidity including committed credit facilities, securities lending and repurchase agreements. Our asset-liability management ("ALM") process considers the expected maturity of investments and expected benefit payments as well as the specific nature and risk profile of the liabilities. As part of our liquidity management process, we model different scenarios to determine whether existing assets are adequate to meet projected cash flows.

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Capitalization

The primary components of our capital structure consist of debt and equity securities. Our capital position is supported by cash flows within our operating subsidiaries, the availability of borrowed funds under liquidity facilities, and any additional capital we raise to invest in the growth of the business and for general corporate purposes. We manage our capital position based on a variety of factors including, but not limited to, our financial strength, the credit rating of Voya Financial, Inc. and of its insurance company subsidiaries and general macroeconomic conditions. We may repurchase or otherwise retire our debt and preferred stock and take other steps to reduce our debt and preferred stock or otherwise improve our financial position. These actions could include open market repurchases, negotiated repurchases, tender offers or other retirements of outstanding debt and opportunistic refinancing of debt. The amount that may be repurchased or otherwise retired, if any, will depend on market conditions, trading levels, cash position, compliance with covenants and other considerations.

See Note 19, Consolidated and Nonconsolidated Investment Entities to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for details regarding changes in noncontrolling interest during the year and their impact on capitalization.

Share Repurchase Program and Dividends to Common Shareholders

See Note 12, Shareholders' Equity to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information relating to authorizations by the Board of Directors to repurchase our shares and amounts of common stock repurchased pursuant to such authorizations during the six months ended June 30, 2026. As of June 30, 2026, our remaining repurchase capacity under the Board's authorization was $263 million.

The following table provides a summary of common dividends and repurchases of common shares for the periods indicated:
Six Months Ended June 30,
($ in millions) 2026 2025
Dividends paid on common shares $ 86  $ 87 
Repurchases of common shares (at cost) 300  — 
Total $ 386  $ 87 

Debt

As of June 30, 2026, we had $153 million of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt. The following table summarizes our borrowing activities for the six months ended June 30, 2026:

($ in millions) Beginning Balance Issuance Maturities and Repayment
Other Changes(1)

Ending Balance
Total long-term debt $ 1,518  $ 450  $ —  $ (18) $ 1,950 
(1) Other changes primarily represent the reclassification of $13 million of debt maturing in 2027 from long-term to short-term debt and the impact of debt issuance costs.

See Note 17, Financing Agreements and Note 12, Shareholders' Equity to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details on changes in debt and equity during the year and their impact on capitalization.

Pre-capitalized Trust Securities

On May 21, 2025, we entered into a 10-year Facility Agreement with a Delaware trust (the "Trust") following the completion of a private placement of Trust securities for $600 million of P-Caps, conducted pursuant to Rule 144A under the Securities Act. The Trust invested the proceeds from this offering in a portfolio of U.S. Treasury principal and interest strips ("Treasury securities").

Under the Facility Agreement, we have the right, on one or more occasions, to issue and sell up to $600 million of its 6.012% Senior Notes to the Trust in exchange for a corresponding amount of Treasury securities held by the Trust. In consideration for this right, we pay the Trust a semi-annual facility fee at a rate of 1.5175% per annum on the unexercised portion of the facility.
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These fees are recorded in Operating expenses in the Condensed Consolidated Statements of Operations. We also reimburse the Trust for its administrative expenses.

We may redeem the notes before maturity at par or, if higher, at a make-whole redemption price, plus accrued and unpaid interest. The P-Caps will be redeemed by the Trust on May 15, 2035, or earlier upon redemption of the 6.012% Senior Notes.

As of June 30, 2026, the remaining capacity under the facility was $550 million.


Credit Facilities

See Note 17, Financing Agreements to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information on credit facilities.

Voya Financial, Inc. Credit Support of Subsidiaries

Voya Financial, Inc. provides guarantees to certain of our subsidiaries to support various business requirements:

•Voya Financial, Inc. guarantees the obligations of Voya Holdings under the $13 million principal amount of the 8.42% Equitable of Iowa Companies Capital Trust II Notes, due 2027, and provides a back-to-back guarantee to ING Group in respect of its guarantee of $218 million combined principal amount of Aetna Notes.
•Voya Financial, Inc. and Voya Holdings provide a guarantee of payment of obligations to certain subsidiaries under certain surplus notes held by those subsidiaries.

As of June 30, 2026, we had neither recognized any asset or liability nor been required to perform under any intercompany indemnifications or guarantee agreement.

Borrowings from Subsidiaries

We maintain revolving reciprocal loan agreements with a number of our life and non-life insurance subsidiaries that are used to fund short-term cash requirements that arise in the ordinary course of business. Under these agreements, either party may borrow up to the maximum allowable under the agreement for a term not more than 270 days. For life insurance subsidiaries, the amounts that either party may borrow under the agreement vary and are between 3% and 5% of the insurance subsidiary's statutory net admitted assets (excluding separate accounts) as of the previous year end depending on the state of domicile. As of June 30, 2026, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.4 billion. For non-life insurance subsidiaries, the maximum allowable under the agreement is based on the assets of the subsidiaries and their particular cash requirements. As of June 30, 2026, Voya Financial, Inc. had $680 million in outstanding borrowings from subsidiaries and had loaned $468 million to its subsidiaries.

Ratings

Our access to funding and our related cost of borrowing, collateral requirements for derivative instruments and the attractiveness of certain of our products to customers are affected by our credit ratings and insurance financial strength ratings, which are periodically reviewed by the rating agencies. Financial strength ratings and credit ratings are important factors affecting public confidence in an insurer and its competitive position in marketing products. Credit ratings are also important to our ability to raise capital through the issuance of debt and for the cost of such financing.

A downgrade in our credit ratings or the credit or financial strength ratings of our rated subsidiaries could have a material adverse effect on our results of operations and financial condition. See A downgrade or a potential downgrade in our financial strength or credit ratings may result in a loss of business and adversely affect our results of operations and financial condition in Risk Factors in Part I, Item 1A. of our most current Annual Report on Form 10-K.

Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy. Credit ratings represent the opinions of rating agencies regarding an entity's ability to repay its indebtedness. These ratings are not a recommendation to buy or hold any of our securities and they may be revised or revoked at any time at the sole discretion of the rating organization.

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Rating agencies use an "outlook" statement for both industry sectors and individual companies. A stable outlook from rating agencies is an opinion generally indicating that the rating is not likely to change over the medium term.

The financial strength and credit ratings of Voya Financial, Inc. and its principal subsidiaries as of the date of this Quarterly Report on Form 10-Q are summarized in the following table.
Rating Agency
A.M. Best Fitch, Inc. Moody's Investors Service, Inc. Standard & Poor's
("A.M. Best")(1)
("Fitch")(2)
("Moody's")(3)
("S&P")(4)
Long-term Issuer Credit Rating/Outlook:
Voya Financial, Inc.
(5)
A-/stable
 Baa2/stable BBB+/stable
Financial Strength Rating/Outlook:
Voya Retirement Insurance and Annuity Company
(5)
A+/stable
 A2/stable A+/stable
ReliaStar Life Insurance Company
 A/stable
A+/stable
 A2/stable A+/stable
ReliaStar Life Insurance Company of New York A/stable
A+/stable
 A2/stable A+/stable
(1) A.M. Best's financial strength ratings for insurance companies range from "A++ (superior)" to "s (suspended)." Long-term credit ratings range from "aaa (exceptional)" to "s (suspended)."
(2) Fitch's financial strength ratings for insurance companies range from "AAA (exceptionally strong)" to "C (distressed)." Long-term credit ratings range from "AAA (highest credit quality)," which denotes exceptionally strong capacity for timely payment of financial commitments, to "D (default)."
(3) Moody’s financial strength ratings for insurance companies range from "Aaa (exceptional)" to "C (lowest)." Numeric modifiers are used to refer to the ranking within the group, with 1 being the highest and 3 being the lowest. These modifiers are used to indicate relative strength within a category. Long-term credit ratings range from "Aaa (highest)" to "C (default)."
(4) S&P's financial strength ratings for insurance companies range from "AAA (extremely strong)" to "D (default)." Long-term credit ratings range from "AAA (extremely strong)" to "D (default)."
(5) Effective April 11, 2019, A.M. Best withdrew, at the Company’s request, its financial strength ratings with respect to Voya Financial, Inc. and Voya Retirement Insurance and Annuity Company.

In December 2025, Moody’s confirmed its outlook for the U.S. life insurance sector as stable and Fitch confirmed its neutral outlook for the North American life insurance sector. In November 2025, A.M. Best maintained a stable outlook on the U.S. life insurance sector.

Restrictions on Dividends and Returns of Capital from Subsidiaries

Our business is conducted through operating subsidiaries. U.S. insurance laws and regulations govern the payment of dividends and other distributions by our U.S. insurance subsidiaries to their respective parents. These restrictions are based in part on the prior year's statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts, or "extraordinary" dividends, are subject to approval by the insurance commissioner of the state of domicile of the insurance subsidiary proposing to pay the dividend. In addition, under the insurance laws of our principal insurance subsidiaries domiciled in Connecticut and Minnesota (these insurance subsidiaries are referred to collectively as our "Principal Insurance Subsidiaries"), no dividend or other distribution exceeding an amount equal to an insurance company's earned surplus may be paid without the domiciliary insurance regulator's prior approval.

Our Principal Insurance Subsidiaries domiciled in Connecticut and Minnesota both have ordinary dividend capacity for 2026. Any extraordinary dividend payment would be subject to domiciliary insurance regulatory approval, which can be granted or withheld at the discretion of the regulator.

We may receive dividends from or contribute capital to our wholly owned non-life insurance subsidiaries such as broker-dealers, investment management entities and intermediate holding companies.

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Insurance Subsidiaries - Dividends, Returns of Capital, and Capital Contributions

The following table summarizes dividends by each of the Company's Principal Insurance Subsidiaries to its parent for the periods indicated:
Dividends Paid(1)
Six Months Ended June 30,
($ in millions) 2026 2025
Subsidiary Name (State of domicile):
Voya Retirement Insurance and Annuity Company ("VRIAC") (CT) $ 373  $ 394 
ReliaStar Life Insurance Company ("RLI") (MN) 267  — 
(1) None of the dividends paid during the periods presented were considered extraordinary distributions.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements are mostly related to commitments to either purchase or sell securities, mortgage loans or money market instruments, at a specified future date and at a specified price or yield. In addition, off-balance sheet arrangements include obligations to return non-cash collateral under our securities lending program. Non-cash collateral received in connection with the securities lending program may not be sold or re-pledged by our lending agent, except in the event of default. For information regarding off-balance sheet arrangements, see Note 2, Investments (excluding Consolidated Investment Entities) and Note 18, Commitments and Contingencies in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.


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Leverage Ratios

Our Leverage Ratios are a measure that we use to monitor the level of our debt relative to our total capitalization. The following table presents our leverage ratios for the periods indicated:
June 30, December 31,
($ in millions) 2026 2025
Financial Debt
Total financial debt $ 2,103  $ 2,104 
Other financial obligations(1)
332  329 
Total financial obligations 2,435  2,433 
Mezzanine equity
Redeemable noncontrolling interest
 230  222 
Equity
Preferred equity(2)
612  612 
Common equity, excluding AOCI 6,025  6,129 
Total equity, excluding AOCI 6,637  6,741 
AOCI (1,952) (1,788)
Total Voya Financial, Inc. shareholders' equity 4,685  4,953 
Noncontrolling interest 1,727  1,864 
Total shareholders' equity $ 6,412  $ 6,817 
Capital
Capitalization(3)
$ 6,788  $ 7,057 
Adjusted capitalization excluding AOCI(4)
$ 11,029  $ 11,260 
Leverage Ratios
Debt-to-Capital Ratio(5)
31.0  % 29.8  %
Financial Leverage excluding AOCI(6)
27.6  % 27.0  %
(1) Includes operating leases, finance leases, and unfunded pension plan after-tax.
(2) Includes preferred stock par value and additional paid-in-capital.
(3) Includes Total Financial Debt and Total Voya Financial, Inc. Shareholders' Equity.
(4) Includes Total Financial Obligations, Mezzanine Equity and Total Shareholders' Equity excluding AOCI.
(5) Total Financial Debt divided by Capitalization.
(6) Total Financial Obligations and Preferred equity divided by Adjusted Capitalization excluding AOCI.

Our Financial Leverage Ratio, excluding AOCI, increased from 27.0% at December 31, 2025 to 27.6% at June 30, 2026. This increase was primarily due to the decrease in the noncontrolling interest.

Critical Accounting Judgments and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical estimates and assumptions are evaluated on an ongoing basis based on historical developments, market conditions, industry trends and other information that is reasonable under the circumstances. While these estimates are based on management’s judgment and current information, actual results may differ, and such differences may require future accounting adjustments to reflect changes in these estimates and assumptions, which could be material to the accompanying Condensed Consolidated Financial Statements.

In developing these accounting estimates, we make subjective and complex judgments that are inherently uncertain and subject to material changes as facts and circumstances develop. Although variability is inherent in these estimates, we believe that the amounts provided are appropriate based on the facts available upon preparation of the Condensed Consolidated Financial Statements.

For further information, refer to the critical accounting estimates described in Note 1, Business, Basis of Presentation and Significant Accounting Policies in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K.
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As of June 30, 2026, there have been no material changes to the disclosures made in Critical Accounting Judgments and Estimates in Part II, Item 7. of our Annual Report on Form 10-K.

Income Taxes

In August 2022, the Inflation Reduction Act of 2022 was signed into law, which includes a 15% corporate alternative minimum tax ("CAMT"). The CAMT is effective in taxable years beginning after December 31, 2022. In September 2024, the Department of Treasury issued proposed regulations providing additional guidance on the CAMT. While we do not expect to be subject to the CAMT for 2026, we are continuing to review the proposed regulations, and our CAMT determination will need to be evaluated in light of future guidance.

See Note 16, Income Taxes to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.

Investments (excluding Consolidated Investment Entities)

Investments for our general account are primarily managed by our wholly owned asset manager, Voya Investment Management LLC, pursuant to investment advisory agreements with affiliates. In addition, our internal treasury group manages our holding company liquidity investments, primarily money market funds. See Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our investment strategy.

See Note 2, Investments (excluding Consolidated Investment Entities) to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on investments. Additionally, see the Condensed Consolidated Balance Sheets to our Condensed Consolidated Financial Statements Part I, Item 1. of this Quarterly Report on Form 10-Q for a composition of our investment portfolio.

Fixed Maturities Credit Quality - Ratings

For information regarding our fixed maturities credit quality ratings, see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.

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The following tables present credit quality of fixed maturities, including securities pledged, using NAIC designations as of the dates indicated:
($ in millions) June 30, 2026
NAIC Quality Designation 1 2 3 4 5 6 Total Fair Value
U.S. Treasuries $ 649  $ —  $ —  $ —  $ —  $ —  $ 649 
U.S. Government agencies and authorities 30  —  —  —  —  —  30 
State, municipalities and political subdivisions 419  29  2  —  —  —  450 
U.S. corporate public securities 2,716  5,042  246  14  —  —  8,018 
U.S. corporate private securities 2,320  2,883  258  31  16  —  5,508 
Foreign corporate public securities and foreign governments(1)
864  1,686  155  1  7  —  2,713 
Foreign corporate private securities(1)
572  2,010  86  29  5  —  2,702 
Residential mortgage-backed securities 4,123  36  3  2  9  4  4,177 
Commercial mortgage-backed securities 1,976  166  85  75  27  5  2,334 
Other asset-backed securities 2,239  336  23  9  —  145  2,752 
Total fixed maturities $ 15,908  $ 12,188  $ 858  $ 161  $ 64  $ 154  $ 29,333 
% of Fair Value
 54.2% 41.6% 2.9% 0.6% 0.2% 0.5% 100.0%
(1) Primarily U.S. dollar denominated.
($ in millions) December 31, 2025
NAIC Quality Designation 1 2 3 4 5 6 Total Fair Value
U.S. Treasuries $ 614  $ —  $ —  $ —  $ —  $ —  $ 614 
U.S. Government agencies and authorities 31  —  —  —  —  —  31 
State, municipalities and political subdivisions 476  32  2  —  —  —  510 
U.S. corporate public securities 2,565  5,071  217  11  —  —  7,864 
U.S. corporate private securities 2,443  2,817  306  46  10  —  5,622 
Foreign corporate public securities and foreign governments(1)
841  1,727  189  21  —  —  2,778 
Foreign corporate private securities(1)
509  2,185  101  9  5  —  2,809 
Residential mortgage-backed securities 4,284  34  6  —  15  5  4,344 
Commercial mortgage-backed securities 2,270  215  81  74  32  4  2,676 
Other asset-backed securities 2,467  287  22  12  —  115  2,903 
Total fixed maturities $ 16,500  $ 12,368  $ 924  $ 173  $ 62  $ 124  $ 30,151 
% of Fair Value 54.7% 41.0% 3.1% 0.6% 0.2% 0.4% 100.0%
(1) Primarily U.S. dollar denominated.

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The following tables present credit quality of fixed maturities, including securities pledged, using NAIC acceptable rating organizations ("ARO") ratings as of the dates indicated:
($ in millions) June 30, 2026
ARO Quality Ratings
 AAA AA A BBB BB and Below Total Fair Value
U.S. Treasuries $ —  $ 649  $ —  $ —  $ —  $ 649 
U.S. Government agencies and authorities —  30  —  —  —  30 
State, municipalities and political subdivisions 25  235  156  29  5  450 
U.S. corporate public securities 14  392  2,474  4,874  264  8,018 
U.S. corporate private securities 38  305  1,891  2,845  429  5,508 
Foreign corporate public securities and foreign governments(1)
—  82  790  1,675  166  2,713 
Foreign corporate private securities(1)
—  55  489  2,019  139  2,702 
Residential mortgage-backed securities 1,355  2,590  19  25  188  4,177 
Commercial mortgage-backed securities 98  1,165  384  504  183  2,334 
Other asset-backed securities 585  362  1,257  332  216  2,752 
Total fixed maturities $ 2,115  $ 5,865  $ 7,460  $ 12,303  $ 1,590  $ 29,333 
% of Fair Value 7.2% 20.0% 25.4% 42.0% 5.4% 100.0%
(1) Primarily U.S. dollar denominated.
            
($ in millions) December 31, 2025
ARO Quality Ratings
 AAA AA A BBB BB and Below Total Fair Value
U.S. Treasuries $ —  $ 614  $ —  $ —  $ —  $ 614 
U.S. Government agencies and authorities —  31  —  —  —  31 
State, municipalities and political subdivisions 22  285  169  32  2  510 
U.S. corporate public securities 18  357  2,370  4,890  229  7,864 
U.S. corporate private securities 29  298  2,071  2,743  481  5,622 
Foreign corporate public securities and foreign governments(1)
—  99  761  1,703  215  2,778 
Foreign corporate private securities(1)
—  37  450  2,174  148  2,809 
Residential mortgage-backed securities 1,406  2,735  21  25  157  4,344 
Commercial mortgage-backed securities 120  1,264  451  635  206  2,676 
Other asset-backed securities 548  496  1,395  284  180  2,903 
Total fixed maturities $ 2,143  $ 6,216  $ 7,688  $ 12,486  $ 1,618  $ 30,151 
% of Fair Value 7.1  % 20.6  % 25.5  % 41.4  % 5.4  % 100.0  %
(1) Primarily U.S. dollar denominated.

Fixed maturities rated BB and below may have speculative characteristics and changes in economic conditions or other circumstances that are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than is the case with higher rated fixed maturities.

As of June 30, 2026 and December 31, 2025, we held fixed maturities rated BBB of $12.3 billion and $12.5 billion, respectively. Our higher allocation to BBB relative to industry peers is a function of our underweight to high yield debt and preference for private credit, which is primarily a BBB market. Private credit within the BBB space provides issuer diversification, offers a higher overall return profile, and includes stronger credit protections that come with better covenant structures.
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Unrealized Capital Losses

As of June 30, 2026 and December 31, 2025, we held three fixed maturities with unrealized capital loss in excess of $10 million. As of June 30, 2026 and December 31, 2025, the unrealized capital losses on these fixed maturities equaled $36 million or 1.6% and $34 million or 1.6% of the total unrealized losses, respectively.
See Note 2, Investments (excluding Consolidated Investment Entities) in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on unrealized capital losses.

CMO-B Portfolio

The following table presents fixed maturities balances held in the CMO-B portfolio by NAIC quality rating as of the dates indicated:
($ in millions) June 30, 2026 December 31, 2025
NAIC Quality Designation Amortized Cost Fair Value % Fair Value Amortized Cost Fair Value % Fair Value
1 $ 1,954  $ 1,957  99.4  % $ 1,952  $ 1,969  99.2  %
2 —  —  —  % —  —  —  %
3 —  —  —  % —  —  —  %
4 —  —  —  % —  —  —  %
5 5  8  0.4  % 8  12  0.6  %
6 3  4  0.2  % 4  4  0.2  %
Total $ 1,962  $ 1,969  100.0  % $ 1,964  $ 1,985  100.0  %

For CMO securities where we elected the FVO, amortized cost represents the market values. For details on the NAIC designation methodology, see Fixed Maturities Credit Quality-Ratings in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.

The following table presents the notional amounts and fair values of interest rate derivatives not qualifying for hedge accounting and used in our CMO-B portfolio as of the dates indicated:
June 30, 2026 December 31, 2025
($ in millions)
Notional
Amount
Asset Fair Value
Liability Fair Value
Notional
Amount
Asset Fair Value
Liability Fair Value
Interest Rate Contracts $ 11,331  $ 82  $ 190  $ 10,901  $ 83  $ 226 

The Company utilizes interest rate futures and interest rate swaps as a part of the CMO-B portfolio to hedge interest rate risk.

The following table presents our CMO-B fixed maturity securities balances and tranche type as of the dates indicated:
($ in millions) June 30, 2026 December 31, 2025
Tranche Type Amortized Cost Fair Value % Fair Value Amortized Cost Fair Value % Fair Value
Inverse Floater $ 655  $ 656  33.3  % $ 522  $ 532  26.8  %
Interest Only (IO) 803  804  40.8  % 849  849  42.7  %
Inverse IO 352  355  18.0  % 432  440  22.2  %
Principal Only (PO) 67  67  3.4  % 71  71  3.6  %
Floater 3  3  0.2  % 4  4  0.2  %
Agency Credit Risk Transfer 81  83  4.2  % 85  88  4.4  %
Other 1  1  0.1  % 1  1  0.1  %
Total $ 1,962  $ 1,969  100.0  % $ 1,964  $ 1,985  100.0  %

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During the six months ended June 30, 2026, the market value of our CMO-B securities portfolio was lower on a combination of transactional activity and valuation movements among tranche types.

The following table presents the returns of our CMO-B portfolio for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Net investment income $ 75  $ 71  $ 152  $ 143 
Net gains (losses)(1)
(41) (33) (75) (58)
Income before income taxes $ 34  $ 38  $ 77  $ 85 
(1) Net gains (losses) also include derivatives interest settlements, mark to market adjustments and realized gains (losses) on standalone derivatives contracts that are in the CMO-B portfolio.

In defining the Adjusted operating earnings before income taxes for our CMO-B portfolio (including CMO-B portfolio income (loss) related to businesses to be exited through reinsurance or divestment) certain recharacterizations are recognized. The net coupon settlement on interest rate swaps hedging CMO-B securities that is included in Net gains (losses) is reflected. In addition, the premium amortization and change in fair value for securities designated under the FVO are included in Net gains (losses), whereas the coupon for these securities is included in Net investment income. In order to present the economics of these fair value securities in a similar manner to those of an available for sale security, the premium amortization is reclassified from Net gains (losses).

After adjusting for the two items referenced immediately above, the following table presents a reconciliation of Income (loss) before income taxes from our CMO-B portfolio to Adjusted operating earnings before income taxes from our CMO-B portfolio for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Income (loss) before income taxes $ 34  $ 38  $ 77  $ 85 
Realized gains (losses) including impairment 1  —  1  (1)
Fair value adjustments —  —  (9) (9)
Total adjustments to income (loss) 1  —  (8) (10)
Adjusted operating earnings before income taxes $ 35  $ 38  $ 69  $ 75 

See Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our CMO-B portfolio.

Structured Securities

Residential Mortgage-backed Securities

The following tables present our residential mortgage-backed securities as of the dates indicated:
June 30, 2026
($ in millions) Amortized Cost Gross Unrealized Capital Gains Gross Unrealized Capital Losses Embedded Derivatives Fair Value
Prime Agency $ 2,498  $ 21  $ 37  $ (4) $ 2,478 
Prime Non-Agency 1,727  13  171  —  1,569 
Alt-A 114  3  3  1  115 
Sub-Prime(1)
19  1  —  —  20 
Total
 $ 4,358  $ 38  $ 211  $ (3) $ 4,182 
(1) Includes subprime other asset backed securities.

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December 31, 2025
($ in millions) Amortized Cost Gross Unrealized Capital Gains Gross Unrealized Capital Losses Embedded Derivatives Fair Value
Prime Agency $ 2,621  $ 31  $ 29  $ —  $ 2,623 
Prime Non-Agency 1,688  18  167  —  1,539 
Alt-A 132  4  3  1  134 
Sub-Prime(1)
54  2  1  —  55 
Total $ 4,495  $ 55  $ 200  $ 1  $ 4,351 
(1) Includes subprime other asset backed securities.

Commercial Mortgage-backed Securities

The following tables present our commercial mortgage-backed securities by origination as of the dates indicated:
June 30, 2026
($ in millions) AAA AA A BBB BB and Below Total
Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value
2026 $ —  $ —  $ 1  $ 1  $ 1  $ 1  $ 1  $ 1  $ —  $ —  $ 3  $ 3 
2025 —  —  —  —  13  13  —  —  —  —  13  13 
2024 —  —  3  3  —  —  —  —  —  —  3  3 
2023 —  —  —  —  3  4  —  —  —  —  3  4 
2022 13  12  89  61  52  49  52  49  4  4  210  175 
Prior 90  86  1,331  1,100  344  317  510  454  217  179  2,492  2,136 
Total
 $ 103  $ 98  $ 1,424  $ 1,165  $ 413  $ 384  $ 563  $ 504  $ 221  $ 183  $ 2,724  $ 2,334 

December 31, 2025
($ in millions) AAA AA A BBB BB and Below Total
Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value
2025 $ —  $ —  $ —  $ —  $ 14  $ 14  $ —  $ —  $ —  $ —  $ 14  $ 14 
2024 —  —  3  3  —  —  —  —  —  —  3  3 
2023 —  —  —  —  4  4  —  —  —  —  4  4 
2022 13  12  97  72  76  72  62  60  4  5  252  221 
2021 53  52  172  109  111  102  182  172  35  31  553  466 
Prior 59  56  1,235  1,080  278  259  455  403  218  170  2,245  1,968 
Total
 $ 125  $ 120  $ 1,507  $ 1,264  $ 483  $ 451  $ 699  $ 635  $ 257  $ 206  $ 3,071  $ 2,676 

As of June 30, 2026, 84.7% and 7.1% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2025, 84.9% and 8.0% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively.

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Other Asset-backed Securities

The following tables present our other asset-backed securities as of the dates indicated:
June 30, 2026
($ in millions) AAA AA A BBB BB and Below Total
Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value
Collateralized Obligation $ 501  $ 501  $ 313  $ 315  $ 1,107  $ 1,113  $ 69  $ 69  $ 77  $ 59  $ 2,067  $ 2,057 
Auto-Loans 5  5  —  —  3  3  —  —  —  —  8  8 
Student Loans —  —  35  31  —  —  —  —  —  —  35  31 
Credit Card loans 3  3  —  —  —  —  —  —  7  7  10  10 
Other Loans 79  75  16  15  149  141  266  262  140  148  650  641 
Total(1)
$ 588  $ 584  $ 364  $ 361  $ 1,259  $ 1,257  $ 335  $ 331  $ 224  $ 214  $ 2,770  $ 2,747 
(1) Excludes subprime other asset backed securities.
December 31, 2025
($ in millions) AAA AA A BBB BB and Below Total
Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value
Collateralized Obligation $ 457  $ 461  $ 430  $ 434  $ 1,226  $ 1,237  $ 80  $ 80  $ 74  $ 61  $ 2,267  $ 2,273 
Auto-Loans 5  5  —  —  3  3  —  —  —  —  8  8 
Student Loans —  —  48  46  —  —  —  —  —  —  48  46 
Credit Card loans 4  4  —  —  —  —  —  —  2  2  6  6 
Other Loans 82  78  16  16  162  155  203  201  116  113  579  563 
Total(1)
$ 548  $ 548  $ 494  $ 496  $ 1,391  $ 1,395  $ 283  $ 281  $ 192  $ 176  $ 2,908  $ 2,896 
(1) Excludes subprime other asset backed securities.

As of June 30, 2026, 81.4% and 12.2% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2025, 85.0% and 9.9% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.

Mortgage Loans on Real Estate

As of June 30, 2026, our mortgage loans on real estate portfolio had a weighted average DSC of 2.03 times and a weighted average LTV ratio of 42.4%. As of December 31, 2025, our mortgage loans on real estate portfolio had a weighted average DSC of 2.15 times, and a weighted average LTV ratio of 42.1%. See Note 2, Investments (excluding Consolidated Investment Entities) to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on mortgage loans on real estate.

Impairments

We evaluate available-for-sale fixed maturities for impairment on a regular basis. The assessment of whether impairments have occurred is based on a case-by-case evaluation of the underlying reasons for the decline in estimated fair value. See Note 1, Business, Basis of Presentation and Significant Accounting Policies in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for the policy used to evaluate whether the investments are impaired. Additionally, see Note 2, Investments (excluding Consolidated Investment Entities) to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on impairments.

Derivatives
We use derivatives for a variety of hedging purposes. We also have embedded derivatives within fixed maturities instruments and certain product features. See Note 1, Business, Basis of Presentation and Significant Accounting Policies in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for further information. See Note 3,
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Derivative Financial Instruments to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on derivatives.

European Exposures

We quantify and allocate our exposure to the region by attempting to identify aspects of the region or country risk to which we are exposed. Among the factors we consider are the home country of the issuer, the home country of the issuer's ultimate parent, the corporate and economic relationship between the issuer and its parent, as well as the political, legal and economic environment in which each functions. By undertaking this assessment, we believe that we develop a more accurate assessment of the actual geographic risk, with a more integrated understanding of contributing factors to the full risk profile of the issuer.

In the normal course of our ongoing risk and portfolio management process, we closely monitor compliance with a credit limit hierarchy designed to minimize overly concentrated risk exposures by geography, sector and issuer. This framework considers various factors such as internal and external ratings, capital efficiency and liquidity and is overseen by a combination of Investment and Corporate Risk Management, as well as insurance portfolio managers focused specifically on managing the investment risk embedded in our portfolio.

As of June 30, 2026, our total European exposure had an amortized cost and fair value of $2.5 billion and $2.4 billion, respectively. Some of the major country level exposures were in the United Kingdom of $0.9 billion, in The Netherlands of $280 million, in France of $270 million, in Germany of $171 million, in Switzerland of $52 million, in Ireland of $153 million and in Belgium of $36 million.

Consolidated and Nonconsolidated Investment Entities

We use many forms of entities to achieve our business objectives and we have participated in varying degrees in the design and formation of these entities. These entities are considered to be VIEs or VOEs (collectively, "Consolidated Investment Entities"), or nonconsolidated VIEs, and we evaluate our involvement with each entity to determine whether consolidation is required.

We perform a quarterly consolidation analysis to assess if the consolidation of a fund is required. The consolidation process brings on the assets, liabilities, noncontrolling interest and operations of the VIE and/or VOE into our financial statements.

If the fund no longer meets the criteria for consolidation, the assets, liabilities, noncontrolling interest and operations of the fund are removed from our financial statements. This process of consolidation/deconsolidation could have a material impact on Total shareholders' equity.

See Consolidation and Noncontrolling Interests and Fair Value Measurement in Note 1, Business, Basis of Presentation and Significant Accounting Policies to our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K. Additionally, see Note 19, Consolidated and Nonconsolidated Investment Entities to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.

Securitizations

We invest in various tranches of securitization entities, including RMBS, CMBS and ABS. Refer to Note 19, Consolidated and Nonconsolidated Investment Entities and Note 4, Fair Value Measurements (excluding Consolidated Investment Entities) to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for an understanding over the Company's Securitizations. Refer to Note 2, Investments (excluding Consolidated Investment Entities) to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for details regarding the carrying amounts and classifications of these assets.

Guarantors and Issuers of Guaranteed Securities

Voya Financial, Inc. (the "Parent Issuer") has issued certain notes pursuant to transactions registered under the Securities Act of 1933. As of June 30, 2026, such securities consist of (i) the 5.0% senior notes due 2034, the 5.05% senior notes due 2036, the 6.012% senior notes due 2035, the 5.7% senior notes due 2043, and the 4.8% senior notes due 2046, with an aggregate principal amount of $1.6 billion (collectively, the "Senior Notes") and (ii) the 4.7% fixed-to-floating junior subordinated notes due 2048, with principal amount of $340 million (the "Junior Subordinated Notes" and, together with the Senior Notes, the "Registered Notes").

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Voya Holdings Inc. (the "Subsidiary Guarantor"), a wholly owned subsidiary of the Parent Issuer, has guaranteed each of the Registered Notes on a full and unconditional basis. No other subsidiary of the Parent Issuer has guaranteed any of the Registered Notes. The Parent Issuer and the Subsidiary Guarantor are hereby referred to below as the "Obligor Group."

The full and unconditional guarantees require the Subsidiary Guarantor to satisfy the obligations of the guaranteed security immediately, if and when the Parent Issuer has failed to make a scheduled payment thereunder. If the Subsidiary Guarantor does not make such payment, any holder of the guaranteed security may immediately bring suit directly against the Subsidiary Guarantor for payment of amounts due and payable.

Set forth below is summarized financial information of the Obligor Group, as presented on a combined basis. Intercompany transactions and balances within the Obligor Group have been eliminated. In addition, financial information of any non-issuer or non-guarantor subsidiaries, which would normally be consolidated by either the Parent Issuer or the Subsidiary Guarantor under U.S. generally accepted accounting principles, has been excluded from such presentation.

Refer to the Summarized Financial Information of the Obligor Group for the periods indicated:
As of and for the
($ in millions)
 Six Months Ended June 30, 2026 Year Ended December 31, 2025
Summarized Statements of Operations Information:
Total revenues $ 25  $ 62 
Total benefits and expenses 88  211 
Net income (loss) available to Obligor Group (63) (163)
Summarized Balance Sheets Information:
Total investments 104  87 
Cash and cash equivalents 149  155 
Deferred income taxes 759  783 
Goodwill 94  94 
Amounts receivable from non-obligated subsidiaries
 475  308 
Total assets 1,591  1,456 
Amounts payable to non-obligated subsidiaries
 589  574 
Short-term debt 152  586 
Long-term debt 1,950  1,518 
Total liabilities $ 2,795  $ 2,931 

Item 3.        Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk that our consolidated financial position and results of operations will be affected by fluctuations in the value of financial instruments. We have significant holdings in financial instruments and are naturally exposed to a variety of market risks. The main market risks we are exposed to include interest rate risk, equity market price risk and credit risk. We do not have material market risk exposure to "trading" activities in our Condensed Consolidated Financial Statements. For further details on these market risks, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of our Annual Report on Form 10-K.

Market Risk Related to Interest Rates

We assess interest rate exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either increasing or decreasing 100 basis point parallel shifts in the yield curve. In calculating these amounts, we exclude gains and losses on separate account fixed income securities related to products for which the investment risk is borne primarily by the separate account contract holder rather than by us. While the test scenarios are for illustrative purposes only and do not reflect our expectations regarding future interest rates or the performance of fixed-income markets, they are near-term, reasonably possible hypothetical changes that illustrate the potential impact of such events. These tests do not measure the
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change in value that could result from non-parallel shifts in the yield curve. As a result, the actual change in fair value from a 100 basis point change in interest rates could be different from that indicated by these calculations.

The following table summarizes the net estimated potential change in fair value from hypothetical 100 basis point upward and downward shifts in interest rates as of June 30, 2026:
Hypothetical Change in
Fair Value(2)
($ in millions) Notional
Fair Value(1)
+ 100 Basis Points Yield Curve Shift - 100 Basis Points Yield Curve Shift
Financial assets with interest rate risk:
Fixed maturity securities, including securities pledged $ —  $ 29,333  $ (1,804) $ 1,967 
Mortgage loans on real estate —  5,356  (153) 164 
Embedded derivatives within reinsurance
 —  60  (19) 21 
Financial liabilities with interest rate risk:
Investment contracts:
Funding agreements without fixed maturities and deferred annuities(3)
—  35,804  (1,687) 1,824 
Funding agreements with fixed maturities —  2,261  (16) 17 
Supplementary contracts and immediate annuities —  468  (15) 17 
Derivatives:
Interest rate contracts 16,307  47  261  (291)
Long-term debt —  1,920  (76) 84 
Stabilizer and MCGs —  8  10  1 
(1) Separate account assets and liabilities, which are interest rate sensitive, are not included herein as any interest rate risk is borne by the holder of the separate account.
(2) Increases in assets and liabilities are presented without parentheses while (decreases) in assets and liabilities are presented with parentheses.
(3) Certain amounts included in Funding agreements without fixed maturities and deferred annuities are also reflected within Stabilizer and MCGs.

Market Risk Related to Equity Market Prices

We assess equity risk exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either an increase or decrease of 10% in all equity market benchmark levels. In calculating these amounts, we exclude gains and losses on separate account equity securities related to products for which the investment risk is borne primarily by the separate account contract holder rather than by us. While the test scenarios are for illustrative purposes only and do not reflect our expectations regarding the future performance of equity markets, they are near-term, reasonably possible hypothetical changes that illustrate the potential impact of such events. These scenarios consider only the direct effect on fair value of declines in equity benchmark market levels and not changes in asset-based fees recognized as revenue or changes in any other assumptions such as market volatility or mortality, utilization or persistency rates in insurance contracts. In addition, these scenarios do not reflect the effect of basis risk, such as potential differences in the performance of the investment funds underlying the variable annuity products relative to the equity market benchmark we use as a basis for developing our hedging strategy. The impact of basis risk could result in larger differences between the change in fair value of the equity-based derivatives and the related living benefit features, in comparison to the hypothetical test scenarios.

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The following table summarizes the net estimated potential change in fair value from an instantaneous increase and decrease in all equity market benchmark levels of 10% as of June 30, 2026:
Hypothetical Change in
Fair Value(1)
($ in millions) Notional Fair Value + 10%
Equity Shock		 -10%
Equity Shock
Financial assets with equity market risk:
Equity securities, at fair value $ —  $ 202  $ 19  $ (19)
Limited partnerships/corporations
 —  1,879  113  (113)
Derivatives:
Equity contracts 247  —  17  (17)
(1) Increases in assets are presented without parentheses while (decreases) in assets are presented with parentheses.

Item 4.        Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's current disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company's periodic filings with the SEC is made known to them in a timely manner.

Changes in Internal Control Over Financial Reporting

There were no changes to the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


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PART II.     OTHER INFORMATION

Item 1.        Legal Proceedings

See the Litigation, Regulatory Matters and Contingencies section of Note 18, Commitments and Contingencies in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for a description of our material legal proceedings.

Item 1A.    Risk Factors

For a discussion of the Company’s potential risks and uncertainties, see Risk Factors in Part I, Item 1A. of our Annual Report on Form 10-K.

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

The following table summarizes Voya Financial, Inc.’s repurchases of its common stock for the three months ended June 30, 2026:
Period
Total Number of Shares Purchased(1)
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3)
(in millions)
April 1, 2026 - April 30, 2026 - Share repurchase agreement 1,791,847  $ 78.97  1,791,847  $ 263 
April 1, 2026 - April 30, 2026 - excluding Share repurchase agreement 103,936  77.23  —  263 
May 1, 2026 - May 31, 2026 11,893  82.76  —  263 
June 1, 2026 - June 30, 2026 - Share repurchase agreement 107,567  78.97  107,567  263 
June 1, 2026 - June 30, 2026 - excluding Share repurchase agreement 3,666  84.78  —  263 
Total 2,018,909  78.92  1,899,414  N/A
(1) In connection with the exercise or vesting of equity-based compensation awards, employees may remit to Voya Financial, Inc., or Voya Financial, Inc. may withhold into treasury stock, shares of common stock in respect of tax withholding obligations and option exercise cost associated with such exercise or vesting. For the three months ended June 30, 2026, there was an increase of 119,495 treasury shares in connection with such withholding activities.
(2) Effective subsequent to March 31, 2026, the Company entered into a share repurchase agreement with a third-party financial institution to repurchase $150 million of the Company's common stock. Pursuant to the agreement, the Company received initial delivery of 1,791,847 shares based on the closing price market price of the Company's common stock on April 1, 2026 of $66.97. This agreement closed on June 23, 2026 and additional 107,567 shares were delivered based on daily volume-weighted average price of the Company's common stock. In total, the Company paid $150 million under the share repurchase agreement to repurchase 1,899,414 shares at an average price of $78.97 per share.
(3) This share repurchase authorization expires on December 31, 2026 (unless extended), and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board at any time.

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Item 5.         Other Information

During the three months ended June 30, 2026, one of the Company's officers (as defined in Rule 16a-1(f)) adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The officer adopted this plan to cover the sale of up to the number of shares of the Company's stock indicated with respect to options to purchase the Company's stock that were granted by the Company in 2019 and that will expire if not executed by February 2029.
Name and title of director or officer Date of adoption of trading arrangement Duration of trading arrangement Aggregate number of securities to be sold under trading arrangement
Santhosh Keshavan, EVP and Chief Technology & Operations Officer
 May 22, 2026
August 21, 2026 to May 21, 2027
35,587

Item 6.        Exhibits

See Exhibit Index on the following page.
107
Table of Contents
Voya Financial, Inc.
Exhibit Index
Exhibit No. Description of Exhibit
4.1+
31.1+
31.2+
32.1+
32.2+
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+ Inline XBRL Taxonomy Extension Schema
101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase
101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase
104+ Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
+ Filed herewith.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


August 6, 2026 Voya Financial, Inc.
(Date) (Registrant)
By:
/s/
Michael R. Katz
Michael R. Katz
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
109
EX-4.1 2 exhibit41ninthsupplemental.htm EX-4.1 Document
Exhibit 4.1
















VOYA FINANCIAL, INC. VOYA HOLDINGS INC.
6.012% Senior Notes due 2035 NINTH SUPPLEMENTAL INDENTURE
Dated as of May 21, 2025

to the Indenture Dated as of July 13, 2012

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee










Exhibit 4.1

TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS
Section 1.01 Certain Terms Defined in the Indenture; Additional Terms. 2
ARTICLE 2
FORM AND TERMS OF THE NOTES
Section 2.01 Form and Dating 4
Section 2.02 Paying Agent 5
Section 2.03 Global Notes 6
Section 2.04 Restrictions on Transfer and Exchange 6
Section 2.05 Terms of the Notes 8
Section 2.06 Optional Redemption 8
Section 2.07 Defeasance 9
Section 2.08 Sinking Fund 9
Section 2.09 Applicability of Certain Provisions of the Indenture solely in respect of the Notes 9
ARTICLE 3
MISCELLANEOUS
Section 3.01 Trust Indenture Act Controls 11
Section 3.02 Governing Law 11
Section 3.03 Payment of Notes 11
Section 3.04 Multiple Counterparts 11
Section 3.05 Severability 12
Section 3.06 Relation to Indenture 12
Section 3.07 Ratification 12
Section 3.08 Effectiveness 12
Section 3.09 Trustee Not Responsible for Recitals or Issuance of Securities or Performance by Others 13
ARTICLE 4
GENERAL GUARANTEE AGREEMENT
Section 4.01 General Guarantee Agreement Inapplicable 13
EXHIBITS
EXHIBIT A Form of Note A-1
EXHIBIT B Restricted Legend B-1
EXHIBIT C DTC Legend C-1


Exhibit 4.1
NINTH SUPPLEMENTAL INDENTURE
NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”), dated as of May 21, 2025, among VOYA FINANCIAL, INC. (formerly known as ING U.S., Inc.), a Delaware corporation (the “Company”), having its principal executive offices at 200
Park Avenue, New York, New York 10166, VOYA HOLDINGS INC. (formerly known as Lion Connecticut Holdings Inc.), a Connecticut corporation, as the initial Subsidiary Guarantor hereunder, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).

RECITALS
WHEREAS, the Company, the initial Subsidiary Guarantor and the Trustee executed and delivered an Indenture, dated as of July 13, 2012 (the “Indenture”), to provide for the issuance by the Company from time to time of Securities to be issued in one or more series as provided in the Indenture;
WHEREAS, the Board of Directors of the Company and the board of directors of the initial Subsidiary Guarantor have authorized the issuance and sale, pursuant to the Facility Agreement, dated as of May 21, 2025 (the “Facility Agreement”), among the Company, the initial Subsidiary Guarantor, Peachtree Corners Funding Trust II, a Delaware statutory trust (the “Trust”), and the Trustee, of up to $600,000,000 aggregate principal amount of a new series of the Securities of the Company designated as its 6.012% Senior Notes due 2035 (the “Notes”), to be fully, irrevocably and unconditionally guaranteed by the Subsidiary Guarantors;
WHEREAS, the Company desires to establish such series of Notes, to be fully, irrevocably and unconditionally guaranteed by the Subsidiary Guarantors in accordance with Article 12 of the Indenture;
WHEREAS, Sections 2.01 and 10.01 of the Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee may amend or supplement the Indenture to provide for the issuance of and to establish the form, terms and conditions of the Securities of any series as permitted by the Indenture;
WHEREAS, the Company desires to establish the form, terms and conditions of the Notes; and
WHEREAS, all things necessary to make this Ninth Supplemental Indenture a legal, valid and binding supplement to the Indenture according to its terms and the terms of the Indenture have been done.
NOW, THEREFORE, for and in consideration of the premises, the Company, the initial Subsidiary Guarantor and the Trustee mutually covenant and agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:

Exhibit 4.1
ARTICLE 1 DEFINITIONS
Section 1.01    Certain Terms Defined in the Indenture; Additional Terms.
(a)For purposes of this Ninth Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as amended hereby.
(b)The following capitalized terms used herein shall be defined accordingly:
“Agent Member” means a member of, or a participant in, the Depository. “Certificated Note” means a Note in registered individual certificated form without
interest coupons.
“Depositor Affiliated Owner/Holder” means the Company or any of its Affiliates.
“Depository” with respect to the Notes, shall have the meaning set forth in Section 2.01(b)(1)(i).
“DTC Legend” means the legend set forth in Exhibit C.
“Electronic Means” means the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
“Global Note” means a Note issued as a Global Security in registered global form without interest coupons.
“H.15” shall have the meaning set forth in the definition of “Treasury Rate.” “H.15 TCM” shall have the meaning set forth in the definition of “Treasury Rate.” “Optional Redemption Date” shall have the meaning set forth in Section 2.06(b). “Par Call Date” means February 15, 2035.
“Redemption Price”, when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Ninth Supplemental Indenture.
“Regular Record Date” means the May 1 or November 1 of each year (whether or not a Business Day) immediately preceding the related Interest Payment Date; provided that (a) at any time that the outstanding Notes are held by the Trust or in book-entry form only, interest will be paid to the Persons in whose names such Notes are registered at the close of business on the Business Day immediately preceding the Interest Payment Date and (b) if any Notes are issued as Certificated Notes to the holders of pre-capitalized trust securities issued by the Trust (the

Exhibit 4.1
“Trust Securities”) in exchange therefor on or after May 1 or November 1 and prior to the next May 15 or November 15, as the case may be, interest shall be payable on such latter May 15 or November 15 to the Persons in whose names the Trust Securities were registered at the close of business on the preceding May 1 or November 1, as the case may be (whether or not a Business Day) (and notified in writing by the Company to the Trustee).

“Remaining Life” shall have the meaning set forth in the definition of “Treasury
Rate.”

“Restricted Legend” means the legend set forth in Exhibit B.
“Rule 144A” means Rule 144A under the Securities Act, as such rule may be amended
from time to time.
“Rule 144A Certificate” means a certificate substantially in the form of Annex A to Exhibit A hereto.
“Treasury Rate” means, with respect to any Optional Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Optional Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1)the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Optional Redemption Date to the Par Call Date (the “Remaining Life”);
(2)if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than the Remaining Life and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Optional Redemption Date.
If on the third Business Day preceding the Optional Redemption Date, H.15 TCM or any successor designation or publication is no longer published, the Company shall calculate the

Exhibit 4.1
Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Optional Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from such Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date following such Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
“Trust Declaration” means the Amended and Restated Declaration of the Trust, dated as of May 21, 2025, among the Company, as depositor, The Bank of New York Mellon, as trustee, BNY Mellon Trust of Delaware, as Delaware Trustee, and the Company (solely for the purposes of Section 5.10(b), Section 5.10(f), Section 7.1(a) and Section 10.4(c) thereof).
“Trust Securities” shall have the meaning set forth in the definition of “Regular Record Date.”
ARTICLE 2

FORM AND TERMS OF THE NOTES
Section 2.01    Form and Dating.
(a)The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on behalf of the Company by any Officer and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these Officers on the Notes may be manual, electronic or facsimile. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000, in excess thereof. The Trustee shall authenticate the Notes pursuant to the written order of the Company in accordance with Section 2.03 of the Indenture.
The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, as supplemented and amended by this Ninth Supplemental Indenture, and the Company, the initial Subsidiary Guarantor and the Trustee, by their execution and delivery of this Ninth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Exhibit 4.1
(b)(1)    Except as otherwise provided in paragraph (c) of this Section 2.01, Section 2.03(a)(iii), Section 2.04(b) or Section 2.04(c), each Note will bear the Restricted Legend.
(i)The Notes shall initially be issued in the form of one or more Certificated Notes registered in the name of the Trust pursuant to the Facility Agreement. If the Trust distributes the Notes to the holders of its Trust Securities upon its dissolution and termination, then prior to such distribution, the Notes shall be exchanged for one or more Global Notes which shall initially be deposited on behalf of the holders represented thereby with The Depository Trust Company, New York, New York (the “Depository”) and registered in the name of Cede & Co., the Depository’s nominee, duly executed by the Company, authenticated by the Trustee and guaranteed by the Subsidiary Guarantors in accordance with Article 12 of the Indenture and the provisions hereof. Beneficial interests in any Global Notes, once issued, may be exchanged for Certificated Notes only pursuant to Section 2.03(a)(iii).
(c)If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without compliance with any limits thereunder and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Securities Registrar in an Officers’ Certificate to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Securities Registrar will comply with such instruction.
(d)By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Ninth Supplemental Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Ninth Supplemental Indenture and such legend.

Section 2.02    Paying Agent. The Company shall initially act as Paying Agent, Security Registrar and transfer agent for the Notes. Accordingly, the office of the Company located at 200 Park Avenue, New York, New York, 10166 shall be and hereby is, designated as the office or agency where the Notes may be presented for payment and where notices to or demands upon the Company in respect of the Notes and the Indenture, as supplemented and amended by this Ninth Supplemental Indenture, pursuant to which the Notes are to be issued may be served; provided that, if the Notes are distributed by the Trust to the holders of its Trust Securities upon the dissolution and termination of the Trust, the Trustee shall become the Paying Agent, Security Registrar and transfer agent for the Notes and the payment of the principal of (and premium, if any) and interest on the Notes shall be payable at the Corporate Trust Office of the Trustee, as Paying Agent. The Notes may be surrendered for registration of transfer or exchange at the office or agency to be maintained for that purpose in the Borough of Manhattan, The City of New York, and such office shall initially be the office of the Company located in the Borough of Manhattan, The City of New York, and the Security Register shall, in such instance, be kept at such office of the Company.

Exhibit 4.1
Section 2.03 Global Notes.

(a)Each Global Note will be registered in the name of the Depository or its nominee and, so long as The Depository Trust Company is serving as the Depository, will bear the DTC Legend.

(i)    Each Global Note will be delivered to the Trustee as custodian for the Depository. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depository, its successors or their respective nominees, except as set forth in clause (iii) of this Section 2.03(a).

(ii)    Agent Members will have no rights under this Ninth Supplemental Indenture with respect to any Global Note held on their behalf by the Depository, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depository or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under this Ninth Supplemental Indenture or the Notes, and nothing herein will impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

(iii)    If (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for a Global Note and a successor depository is not appointed by the Company within 90 days of such notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a written request from the Depository, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depository, and thereupon the Global Note will be deemed canceled. If such Global Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend. If such Global Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend.

(b) Each Certificated Note will be registered in the name of the Holder thereof or its nominee.

Section 2.04 Restrictions on Transfer and Exchange.

(a)The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.04 and, in the case of a Global Note (or a beneficial interest therein), Section 2.03 and the applicable rules and procedures of the Depository. The Security Registrar shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

(b) The Company or the Securities Registrar (if other than the Company) shall not be required to effect any transfer (other than to the Company or The Depository Trust Company or its nominee) of any Certificated Note on the Security Register unless (x) it receives a certificate substantially in the form of the Rule 144A Certificate duly executed by the holder or their attorney duly authorized in writing or (y) any other exemption from the registration requirements under the Securities Act is available and, in either case, the Company or the Securities Registrar (if other

Exhibit 4.1
than the Company) receives such documentation, including opinions of counsel, requested by the Company or the Securities Registrar (if other than the Company) in order to confirm compliance with the transfer restrictions set forth herein; provided that, if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that a Global Note or a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Securities Registrar shall deliver a Certificated Note that does not bear the Restricted Legend.

(c)No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that, the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate. Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.
(d)The Securities Registrar will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Securities Registrar.
(e)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Ninth Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Ninth Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(f)In the event that a Depositor Affiliated Owner/Holder is the beneficial owner or holder of any Trust Securities and requests that the trustee of the Trust exchange Trust Securities for Notes pursuant to Section 5.4(e) of the Trust Declaration, the Securities Registrar shall register the transfer of such Notes to the Depositor Affiliated Owner/Holder or, if requested, cancel such Notes in accordance with Section 2.09 of the Indenture. The Company shall provide the Trustee and the Securities Registrar with a copy of any request by any Depositor Affiliated Owner/Holder under Section 5.4(e) of the Trust Declaration promptly after such a request is made.

Exhibit 4.1
Section 2.05    Terms of the Notes. The following terms relating to the Notes are hereby established:
(a)Title. The Notes shall constitute a series of Securities having the title “6.012% Senior Notes due 2035.”
(b)Principal Amount. The aggregate principal amount at any one time outstanding of the Notes that may be authenticated and delivered under the Indenture, as supplemented and amended by this Ninth Supplemental Indenture, shall be $600,000,000. The Company may reissue Notes pursuant to Section 2.01(b)(1)(i) that have been repurchased pursuant to the Facility Agreement and cancelled pursuant to Section 2.09 of the Indenture. Notes that have been redeemed pursuant to Section 2.06 shall be cancelled and may not be reissued.
(c)Maturity Date. The entire outstanding principal of the Notes shall be payable on May 15, 2035.
(d)Interest Rate and Interest Payment Dates. The rate at which the Notes shall bear interest, if issued and outstanding, shall be 6.012% per annum, calculated on the basis of a 360-day year comprised of twelve 30-day months; interest shall accrue from the date of issuance pursuant to the Facility Agreement, or if such date is not a May 15 or November 15, the May 15 or November 15 immediately preceding the date of issuance, or if the Notes are issued prior to November 15, 2025, from May 21, 2025; the Interest Payment Dates for the Notes shall be May 15 and November 15 of each year, commencing on the May 15 or November 15 next following the date of issuance; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, provided, however, that interest payable at the Stated Maturity or upon redemption will be paid to the Person to whom principal is payable.
(e)Security Register. The Company, upon receipt of any notice of exercise or repurchase under Sections 2.1 or 2.2 of the Facility Agreement, shall reflect on the Security Register any increase or decrease in the principal amount of Notes represented by the Certificated Note issued to the Trust, upon receipt of written confirmation from the trustee of the Trust, in the case of any repurchase, of the receipt of the purchase price for the Notes to be delivered or repurchased.
(f)Currency. The currency of denomination of the Notes is United States Dollars. Payment of principal of and interest and premium, if any, on the Notes shall be made in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Section 2.06    Optional Redemption.
(a)The provisions of Article 3 of the Indenture shall apply to the Notes.

Exhibit 4.1
(b)Prior to the Par Call Date, the Company may redeem the Notes, at its option, in whole or in part, at any time and from time to time (the date of any such redemption, an “Optional Redemption Date”), at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i)(A) the sum of the present values of the remaining scheduled payments of principal and interest of the Notes being redeemed, discounted to the Optional Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (B) interest accrued to the Optional Redemption Date; and
(ii)100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date.
(c)On or after the Par Call Date, the Company may redeem the Notes, at its option, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date.
(d)The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. Calculations and selections in the foregoing will be made by the Company or on its behalf by a Person designated by the Company; provided, however, that such calculations and selections shall not be a duty or obligation of the Trustee under the Indenture.
(e)Notice of any redemption will be mailed (or, so long as the Notes are held in the form of one or more Global Notes deposited with DTC, otherwise transmitted in accordance with the procedures of DTC) at least 10 days but not more than 60 days before the Redemption Date to each holder of Notes to be redeemed at its registered address.
(f)The Notes may be redeemed in part in multiples equal to not less than $2,000 and integral multiples of $1,000 in excess thereof.
(g)Unless the Company defaults in payment of the Redemption Price, on and after the Optional Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption.
Section 2.07 Defeasance. The provisions of 11.02 through 11.06 of the Indenture shall apply to the Notes only after the Notes are distributed to the holders of the Trust Securities upon the dissolution and termination of the Trust.
Section 2.08 Sinking Fund. The provisions of Article 4 of the Indenture shall not apply to the Notes, and the Notes shall not be not subject to any sinking fund.
Section 2.09    Applicability of Certain Provisions of the Indenture solely in respect of the
Notes.

Exhibit 4.1
(a)Paragraph (a) of Section 3.04 Notice of Redemption of the Indenture shall be amended to add the following as the final paragraphs of such Paragraph (a) solely in respect of the Notes:
“Any notice of redemption of Securities to be redeemed at the option of the Company additionally may state that such redemption shall be conditional, in the Company’s discretion, on one or more conditions precedent, and that such conditional notice of redemption may be rescinded by the Company if it determines that any or all such conditions will not be satisfied by the Redemption Date, and that in such event, such notice of redemption shall be of no further force or effect and the Company shall not be required to redeem the applicable Securities on the Redemption Date or otherwise.
In the event a notice of redemption contains such a condition or conditions and the Company determines that any or all such conditions will not be satisfied prior to the Redemption Date, the Company shall provide written notice to the Trustee prior to the close of business at least two (2) Business Days prior to the Redemption Date. Such notice may provide that the notice of redemption shall be rescinded and the redemption shall not occur, as determined by the Company in accordance with the preceding paragraph and, upon receipt of such notice, the notice of redemption shall be rescinded and the redemption shall not occur, as provided in such notice. Upon receipt of such notice, the Trustee shall provide such notice to each Holder of the applicable Securities in the same manner in which the notice of redemption was provided.”
(b)Section 3.06 Securities Payable on Redemption Date of the Indenture shall be deleted, amended and restated in its entirety to read as follows solely in respect of the Notes:
“(a) Notice of redemption having been given as aforesaid, and, in the case of a conditional notice of redemption, not thereafter rescinded in accordance with Section 3.04, the Securities to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and, from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 2.07.
(b) Except in the case of a redemption of Securities to be redeemed at the option of the Company where the notice of redemption therefor has been rescinded, if any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.”
(c)Subsection (i) of Paragraph (a) of Section 5.06 Limitation on Liens of the Indenture is hereby amended and restated in its entirety as follows solely in respect of the Notes:

Exhibit 4.1
“(i) Voya Holdings Inc., Voya Retirement Insurance and Annuity Company, ReliaStar Life Insurance Company or Voya Investment Management LLC;”
(d)Paragraph (b) of Section 5.07 Limitation on Disposition of Stock of Certain Subsidiaries of the Indenture is hereby amended and restated in its entirety as follows solely in respect of the Notes:
(i)adding the word “or” at the end of subsection (ii).
(ii)deleting the “; or” at the end of subsection (iii) and adding a “.” at the end of such subsection.
(iii)deleting in its entirety subsection (iv).
(e)The last sentence of Paragraph (a) of Section 6.01 Company May Consolidate Etc., Only on Certain Terms of the Indenture, is hereby deleted in its entirety solely in respect of the Notes.
ARTICLE 3 MISCELLANEOUS
Section 3.01    Trust Indenture Act Controls. If any provision of this Ninth Supplemental
Indenture limits, qualifies or conflicts with another provision which is required to be included in this Ninth Supplemental Indenture by the Trust Indenture Act, the required provision shall control. If any provision of this Ninth Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Ninth Supplemental Indenture as so modified or to be excluded, as the case may be.
Section 3.02    Governing Law. This Ninth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
Section 3.03    Payment of Notes. Payments in respect of the Notes represented by the Global Notes or held by the Trust are to be made by wire transfer of immediately available funds to the accounts specified by the Holder thereof. With respect to Certificated Notes not held by the Trust, the Company will make all payments through the Paying Agent by mailing a check to each Holder’s registered address; provided, however, that payments may also be made, in the case of a Holder of at least $1.0 million aggregate principal amount of Notes, by wire transfer to the account specified by the Holder thereof.
Section 3.04    Multiple Counterparts. The parties may sign multiple counterparts of this Ninth Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same Ninth Supplemental Indenture. The words “execution”, “signed”, “signature” and words of like import in this Ninth Supplemental Indenture and in the Indenture shall include images of manually executed signatures transmitted by email or other

Exhibit 4.1
electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign or any other similar platform identified by the Company and reasonably available at no undue burden or expense to the Trustee). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by Electronic Means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in the
Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, Company Order, Company Request, Opinion of Counsel, Security, certificate of authentication appearing on or attached to any Security, Guarantee, Subsidiary Guarantee supplemental indenture or other certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to the Indenture may be executed, attested and transmitted by any of the foregoing Electronic Means and formats and (b) all references in this Ninth Supplemental Indenture or the Indenture to the execution or attestation of any Security by means of a manual, facsimile or electronic signature shall be deemed to include signatures that are made or transmitted by any of the foregoing Electronic Means or formats.
Section 3.05    Severability. Each provision of this Ninth Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Ninth Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and a Holder shall have no claim therefor against any party hereto.
Section 3.06    Relation to Indenture. This Ninth Supplemental Indenture constitutes a part of the Indenture, the provisions of which (as modified by this Ninth Supplemental Indenture) shall apply to the series of Securities established by this Ninth Supplemental Indenture but shall not modify, amend or otherwise affect the Indenture insofar as it relates to any other series of Securities or modify, amend or otherwise affect in any manner the terms and conditions of the Securities of any other series.
Section 3.07    Ratification. The Indenture, as supplemented and amended by this Ninth Supplemental Indenture, is in all respects ratified and confirmed. The Indenture and this Ninth Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Ninth Supplemental Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented and amended by this Ninth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented and amended by this Ninth Supplemental Indenture.
Section 3.08    Effectiveness. The provisions of this Ninth Supplemental Indenture shall become effective as of the date hereof.

Exhibit 4.1
Section 3.09    Trustee Not Responsible for Recitals or Issuance of Securities or Performance by Others. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture, of the Securities or of the Trust Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. The Trustee shall not be responsible for the actions or inactions of the Company, any Securities Registrar (other than the Trustee, if applicable), any Paying Agent (other than the Trustee, if applicable) or the trustee of the Trust.
ARTICLE 4

GENERAL GUARANTEE AGREEMENT
Section 4.01    General Guarantee Agreement Inapplicable. Without in any way limiting the obligations of the Company or any Subsidiary Guarantor hereunder, the General Guarantee Agreement dated April 17, 2012 by Voya Holdings Inc. in favor of each Person to whom the Company may owe any obligations evidenced by senior unsecured debentures, notes or similar debt instruments issued by the Company shall be inapplicable to the Securities. The Trustee shall not be entitled to enforce any rights under the General Guarantee Agreement with respect to any Securities or other obligation under this Ninth Supplemental Indenture. The Trustee waives all rights and remedies it may have under the General Guarantee Agreement with respect to any obligation under this Ninth Supplemental Indenture. For the avoidance of doubt, any obligation under this Ninth Supplemental Indenture is not an obligation as defined in the General Guarantee Agreement. This Article 4 does not in any way limit any obligation of the Company under any Securities or any Subsidiary Guarantor under its Subsidiary Guarantee.

[Remainder of page intentionally left blank; signature page follows]

Exhibit 4.1

IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed as of the date first above written.

VOYA FINANCIAL, INC.

By: /s/ Michelle P. Luk
Name: Michelle P. Luk
Title: Senior Vice President and Treasurer


By: /s/ Teddy Cordes
Name: Teddy Cordes
Title: Vice President and Assistant Treasurer VOYA HOLDINGS INC.
By: /s/ Michelle P. Luk
Name: Michelle P. Luk
Title: Senior Vice President and Treasurer

By: /s/ Teddy Cordes
Name: Teddy Cordes
Title: Vice President and Assistant Treasurer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
Name: David J. Ganss
Title: Vice President

Exhibit 4.1

IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed as of the date first above written.

VOYA FINANCIAL, INC.


By    -
Name: Michelle P. Luk
Title: Senior Vice President and Treasurer



By    -
Name: Teddy Cordes
Title: Vice President and Assistant Treasurer

VOYA HOLDINGS INC.

By    -
Name: Michelle P. Luk
Title: Senior Vice President and Treasurer


By:    
Name: Teddy Cordes
Title: Vice President and Assistant Treasurer

U.S. BANK TRUST COMPANY,

By: /s/ David J. Ganss
Name: David J. Ganss
Title: Vice President









[Signature Page to Ninth Supplemental Indenture]

Exhibit 4.1
EXHIBIT A

[Form of 6.012% Senior Note due 2035] VOYA FINANCIAL, INC.
6.012% Senior Notes due 2035

Fully, Irrevocably and Unconditionally Guaranteed by Voya Holdings Inc.
No.    Principal Amount: $     

CUSIP: 929089 AJ9
Voya Financial, Inc., a Delaware corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
     , or registered assigns, the principal sum of
$    [[if this Note is a Global Note,] (or such other principal amount reflected on the books and records of the Trustee and the Depository, in accordance with the terms of the Indenture, which amount shall not exceed
$[500,000,000] at any time)] on May 15, 2035 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from the date of issuance or if the date of issuance is not a May 15 or November 15, the May 15 or November 15 immediately preceding the date of issuance, or if this Note is issued prior to November 15, 2025, from May 21, 2025, semi-annually in arrears at the rate of 6.012% per annum, on May 15 and November 15 of each year (each such date, an “Interest Payment Date”), commencing on the May 15 or November 15 next following the date of issuance, until the principal hereof is paid or made available for payment, calculated on the basis of a 360-day year consisting of twelve 30-day months.
Record Dates. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture (as defined below), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the May 1 or November 1 (whether or not a Business Day, as defined in the Indenture), as the case may be, immediately preceding such Interest Payment
Date (the “Regular Record Date”), provided, that interest payable on the Maturity Date or upon redemption will be paid to the Person to whom principal is payable. Any such interest not punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, may be paid to the Person in whose

Exhibit 4.1
name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notwithstanding the foregoing, at any time that this Note is held by Peachtree Corners Funding Trust II, a Delaware statutory trust (the “Trust”), or if this Note is held in book-entry form only, interest will be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Business Day immediately preceding the Interest Payment Date.
Place and Currency of Payment. Payment of principal, premium, if any, and interest on this Note will be made at the office or agency of the Company to be maintained for that purpose in New York, New York; provided that, if this Note (or one or more Predecessor Securities) has been distributed by the Trust to the holders of its trust securities upon the dissolution and termination of the Trust, the interest, principal and any other money due on this Note will be payable at the Corporate Trust Office of the Trustee, as Paying Agent, and this Note may be surrendered for registration of transfer or exchange at the office of the Trustee in the Borough of Manhattan, The City of New York or such other office or agency as may be designated for the surrender of Notes for registration of transfer or
exchange; provided, however, that payments on this Note may at the Company’s option be paid in immediately available funds by wire transfer to an account maintained by the payee located in the United States of America or, if this Note (or one or more Predecessor Securities) has been distributed by the Trust to the holders of its trust securities upon the dissolution and termination of the Trust and is not represented by a Global Note, by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Registrar.
Payment of principal, premium, if any, and interest on this Note will be paid in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Time of Payment. In any case where any Interest Payment Date, the Maturity Date or any date fixed for redemption or repayment of the Notes shall not be a Business Day, then (notwithstanding any other provision of the Indenture or this Note), payment of principal or interest, if any, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, the Maturity Date or the date so fixed for redemption or repayment, and no interest shall accrue in respect of the delay.
General. This Note is one of a duly authorized issue of Securities of the Company, issued and to be issued in one or more series under an indenture, dated as of July 13, 2012 (the “Base Indenture”), among the Company, Voya Holdings Inc., as the initial Subsidiary Guarantor, and U.S. Bank Trust Company, National Association (herein called the “Trustee,” which term includes any successor

Exhibit 4.1
Trustee under the Indenture with respect to a series of which this Note is a part), as supplemented and amended by a Ninth Supplemental Indenture thereto, dated as of May 21, 2025 (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Subsidiary Guarantors party thereto from time to time and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of a duly authorized series of Securities designated as “6.012% Senior Notes due 2035” (collectively, the “Notes”), limited in aggregate principal amount at any one time outstanding to $600,000,000.
The Notes are initially issuable only pursuant to the exercise of an issuance right (the “Issuance Right”) granted under the Facility Agreement, dated as of May 21, 2025 (the “Facility Agreement”), among the Company, the initial Subsidiary Guarantor, the Trust and the Trustee.
Events of Default. If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
Sinking Fund. The Notes are not subject to any sinking fund.
Redemption and Repurchase. The Notes are subject to optional redemption, in whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes, or provided by email or facsimile to the Trustee for transmission to the Depository or its nominee, or in the case of any notice given prior to the issuance of any Notes, provided to the trustee of the Trust, or such other notice method in accordance with the Indenture as determined by a resolution of the Board of Directors of the Company or a certificate executed by certain Officers of the Company (or, if the Notes are Global Notes, transmitted in accordance with the Depository’s standard procedures therefor) (any such date fixed for redemption, an “Optional Redemption Date”). If the Notes are redeemed, in whole or in part, prior to February 15, 2035 (the “Par Call Date”), the redemption price will be equal to the greater of (1) 100% of the principal amount of the Notes being redeemed and (2) a make-whole amount calculated as described in Section 2.06(b) of the Ninth Supplemental Indenture, plus in either case, accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. If any Notes are redeemed on or after the Par Call Date, the redemption price will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest on such Notes to, but excluding, the Optional Redemption Date. The Notes are not subject to any mandatory redemption.
Restrictive Covenants. The Indenture contains certain covenants that, among other things, limit the ability of the Company and its Subsidiaries to create liens or the ability of the Company to consolidate, merge or sell, transfer or lease all or substantially all of its assets.

Exhibit 4.1
Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein that only apply to this Note after the Notes are distributed to the holders of the trust securities upon the dissolution and termination of the Trust.
Modification and Waivers; Obligations of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes of each series affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding, on behalf of the Holders of all outstanding Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of individual series to waive on behalf of all of the Holders of Securities of such individual series certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the currency, herein prescribed.
Subsidiary Guarantees. This Note will be entitled to the benefits of certain Subsidiary Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Subsidiary Guarantors, the Trustee and the Holders.
No Recourse Against Others. No director, officer, agent, employee, incorporator, stockholder, partner, member, or manager of the Company or any Subsidiary Guarantor shall have any liability for any obligations of the Company or any Subsidiary Guarantor under any Notes, the Indenture or any Subsidiary Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
Limitation on Suits. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note will have any right to institute any proceeding

Exhibit 4.1
with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the outstanding Notes shall have made written request, and offered indemnity reasonably satisfactory to the Trustee to institute such proceedings as Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or interest on this Note on or after the respective due dates expressed herein.
Authorized Denominations. The Notes are issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Registration of Transfer or Exchange. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the Security Register upon surrender of this Note for registration of transfer, at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder hereof or their attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
This Note (and if this Note is a Global Note, any beneficial interest herein) shall not be offered, sold, pledged or otherwise transferred except in compliance with the requirements set forth in the legends hereof. If this Note is a Certificated Note, the Company or the Trustee, as Security Registrar, shall not be required to effect any transfer (other than to the Company or The Depository Trust Company or its nominee) of this Note on the Security Register unless it receives a certificate substantially in the form set forth in Annex A and duly executed by the Holder hereof or their attorney duly authorized in writing, together with other documentation, including any opinions of counsel, requested by the Company or the Trustee in order to confirm compliance with the transfer restrictions set forth herein.
As provided in the Indenture and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the

Exhibit 4.1
Holder as the owner hereof for all purposes (except with respect to certain payments of Defaulted Interest), whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
Defined Terms. All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.
Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of page intentionally left blank; signature pages follow]

Exhibit 4.1
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and its seal to be hereunto affixed and attested.
Dated:
VOYA FINANCIAL, INC.

By:         Name:
Title:

By:         Name:
Title:

Attest:

By:         Name:
Title:

Exhibit 4.1
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture, as such is supplemented by the within-mentioned Ninth Supplemental Indenture.
Dated:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By:         Name:
Title:    Authorized Signatory

Exhibit 4.1
Annex A

Rule 144A Certificate
Voya Financial, Inc.
200 Park Avenue
New York, New York 10166
U.S. Bank Trust Company, National Association One Federal Street, 3rd Floor
Boston, Massachusetts 02110 Attn:    David Ganss
Re:    6.012% Senior Notes due 2035 of Voya Financial, Inc. (the “Notes”)
Reference is made to the Indenture, dated as of July 13, 2012 (the “Base Indenture”), as amended and supplemented by the Ninth Supplemental Indenture, dated as of May 21, 2025 (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), relating to the Notes. Terms used herein and defined in the Indenture or in Rule 144A, as such rule may be amended from time to time (“Rule 144A”), under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.
This certificate relates to U.S.$     principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Securities”):
CUSIP No.: 929089 AJ9
CERTIFICATE No(s).     
The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that (i) it is the sole registered holder of the Specified Securities, or (ii) it is acting on behalf of all the registered holders of the Specified Securities and is duly authorized by them to do so. Such registered holder or holders are referred to herein collectively as the “Holder.”
The Holder has requested that the Specified Securities be transferred. In connection with such transfer, the Holder hereby certifies that the transfer is being effected in accordance with Rule 144A under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Holder hereby further certifies as follows:
1.the Specified Securities are being transferred to a person that the Holder and any person acting on its behalf reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and
2.the Holder and any person acting on its behalf have taken reasonable steps to ensure that such transferee of the Specified Securities is aware that the Holder may be relying on Rule 144A in connection with the transfer.

Exhibit 4.1
This certificate and the statements contained herein are made for your benefit and the benefit of the Company.
Date:     

Very truly yours,

By:         Name:
Title:
Address:

(If the Undersigned, as such term is defined in the third paragraph of this certificate, is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

Exhibit 4.1
ASSIGNMENT FORM
I or we assign and transfer this Note to



(Print or type name, address and zip code of assignee or transferee)
(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.
Dated: Signed:
(Sign exactly as name appears on the other side of this Note)
Signature Guarantee:
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably
acceptable to the Trustee)
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Exhibit 4.1
[Attach to Global Note only]
SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE VOYA FINANCIAL, INC.
6.012% Senior Notes due 2035
Fully, Irrevocably and Unconditionally Guaranteed by Voya Holdings Inc.
The initial principal amount of this Global Note is $    . The following increases or decreases in this Global Note have been made:






Date
Amount of decrease in Principal Amount of this
Global Note
Amount of increase in Principal Amount of this
Global Note
Principal Amount of this Global Note following such decrease or
increase
Signature of authorized signatory of Trustee or Note
Custodian

Exhibit 4.1
EXHIBIT B

RESTRICTED LEGEND
THE SECURITIES EVIDENCED HEREBY, AND ANY INTEREST OR PARTICIPATION THEREIN, HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY, AND ANY INTEREST OR PARTICIPATION THEREIN, IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY, AND ANY INTEREST OR PARTICIPATION THEREIN, MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THIS SECURITY, AND ANY INTEREST OR PARTICIPATION THEREIN, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, IF APPLICABLE, OR ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.
ANY PURCHASER OR HOLDER OF THE SECURITIES, AND ANY INTEREST OR PARTICIPATION THEREIN, REPRESENTS BY ITS PURCHASE AND HOLDING OF THE SECURITIES THAT EITHER (1) IT IS NOT (A) AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A PLAN DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR A NON-
U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA) THAT IS NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE BUT IS SUBJECT TO SIMILAR PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS (“SIMILAR LAWS”) OR (D) AN ENTITY
WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLANS PURSUANT TO SECTION 3(42) OF ERISA, DEPARTMENT OF LABOR REGULATIONS OR OTHERWISE, OR (2) ITS PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE SECURITIES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR VIOLATE ANY APPLICABLE SIMILAR LAWS.

Exhibit 4.1
VOYA FINANCIAL, INC. RESERVES THE RIGHT TO MODIFY THE FORM OF CERTIFICATES REPRESENTING THE SECURITIES FROM TIME TO TIME TO REFLECT ANY CHANGES IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THEIR PURCHASE OR RESALE. THE SECURITIES AND RELATED DOCUMENTATION, INCLUDING THIS LEGEND, MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THE SECURITIES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF SECURITIES SUCH AS THE SECURITIES GENERALLY. EACH HOLDER OF THIS CERTIFICATE SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS CERTIFICATE, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

Exhibit 4.1
EXHIBIT C

DTC LEGEND
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO VOYA FINANCIAL, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

EX-31.1 3 a2026q2voyaex311.htm EX-31.1 Document

Exhibit 31.1
 
CERTIFICATION
 
I, Heather H. Lavallee, certify that:
 
1.    I have reviewed this quarterly report on Form 10-Q of Voya Financial, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 6, 2026
By: /s/ Heather H. Lavallee
Heather H. Lavallee
Chief Executive Officer
(Duly Authorized Officer and Principal Executive Officer)

EX-31.2 4 a2026q2voyaex312.htm EX-31.2 Document

Exhibit 31.2
 
CERTIFICATION
 
I, Michael R. Katz, certify that:
 
1.    I have reviewed this quarterly report on Form 10-Q of Voya Financial, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 6, 2026
By: /s/ Michael R. Katz
Michael R. Katz
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)

EX-32.1 5 a2026q2voyaex321.htm EX-32.1 Document

Exhibit 32.1
 
CERTIFICATION
 
Pursuant to 18 U.S.C. §1350, the undersigned officer of Voya Financial, Inc. (the "Company") hereby certifies that, to the officer's knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


  

August 6, 2026 By: /s/ Heather H. Lavallee
(Date) Heather H. Lavallee
Chief Executive Officer
    


EX-32.2 6 a2026q2voyaex322.htm EX-32.2 Document

Exhibit 32.2
 
CERTIFICATION
 
Pursuant to 18 U.S.C. §1350, the undersigned officer of Voya Financial, Inc. (the "Company") hereby certifies that, to the officer's knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



  
August 6, 2026 By: /s/ Michael R. Katz
(Date) Michael R. Katz
Chief Financial Officer