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Voya Financial Inc

For the period ended Mar 31, 2025. Filed May 8, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

VOYA$104.59+5.6%Stored close · as of Nov 9, 2026

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11. Share-based Incentive Compensation Plans

  1. 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"). On May 23, 2024, the Company's shareholders approved the Voya Financial, Inc. 2024 Omnibus Incentive Plan (the "2024 Omnibus Plan"), which is a successor to the Omnibus Plans, and no further grants shall be made pursuant to the Omnibus Plans. The 2024 Omnibus Plan provides for 8,000,000 shares of common stock to be initially available for issuance as equity-based compensation awards, lessone share for every one share granted under the Omnibus Plans after December 31, 2023 and prior to the effective date of the 2024 Omnibus Plan. As of March 31, 2025, common stock reserved and available for issuance under the 2024 Omnibus Plan was 6,143,494 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 March 31,
20252024
Restricted Stock Unit (RSU) awards$20$23
Performance Stock Unit (PSU) awards816
Total share-based compensation expense2839
Income tax benefit710
After-tax share-based compensation expense$21$29

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, 20251.9$67.952.2$63.48
Adjustment for PSU performance factor——(0.1)65.46
Granted0.874.250.678.82
Vested(0.7)68.59(0.5)66.57
Forfeited(0.1)69.38—*62.97
Outstanding as of March 31, 20251.9$70.412.2$67.21

*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, 20250.8$45.71
Granted——
Exercised—*49.41
Forfeited——
Outstanding as of March 31, 20250.8$45.52
Vested, exercisable, as of March 31, 20250.8$45.52

*Less than 0.1

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