Voya Financial, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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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.
Sep 30, 2025 · Filed Nov 6, 2025
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12. Shareholders' Equity
- 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, 2024 | 103.6 | 0.7 | 102.9 |
| Common shares issued | 0.1 | — | 0.1 |
| Common shares acquired - share repurchase | — | 8.6 | (8.6) |
| Share-based compensation programs | 1.9 | 0.8 | 1.1 |
| Balance, December 31, 2024 | 105.6 | 10.1 | 95.5 |
| Common shares issued | 0.1 | — | 0.1 |
| Common shares acquired - share repurchase | — | 1.1 | (1.1) |
| Share-based compensation programs | 1.6 | 0.7 | 0.9 |
| Balance, September 30, 2025 | 107.3 | 11.9 | 95.4 |
Dividends declared per share of common stock were as follows for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Dividends declared per share of common stock | $0.45 | $0.45 | $1.35 | $1.25 |
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 September 30, 2025, the aggregate amount remaining under the Company's share repurchase authorization was $661. On October 30, 2025, this share repurchase authorization, which had an original expiration of December 31, 2025, was extended by the Board of Directors through December 31, 2026 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 through share repurchase agreements with third-party financial institutions during the nine months ended September 30, 2025:
| Execution Date | Payment | Initial Shares Delivered | Closing Date | Additional Shares Delivered | Total Shares Repurchased |
|---|---|---|---|---|---|
| August 11, 2025 | $100 | 1,127,396 | October 15, 2025 | 218,336 | 1,345,732 |
The following table presents repurchases of the Company's common stock pursuant to 10b5-1 plans and through open market repurchases for the periods indicated:
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Shares of common stock | — | 5,811,158 |
| Payment | $— | $415 |
Preferred Stock
As of September 30, 2025 and December 31, 2024, there were 100,000,000 shares of preferred stock authorized. Preferred stock issued and outstanding were as follows for the periods indicated:
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| 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 dividendson preferred stock per share and in the aggregate were as follows for the periods indicated:
| Series A · Series B | ||||
|---|---|---|---|---|
| Three Months Ended September 30, | Per Share | Aggregate | Per Share | Aggregate |
| 2025 | $38.790 | $13 | $13.375 | $4 |
| 2024 | 38.790 | 13 | 13.375 | 4 |
| Nine Months Ended September 30, | ||||
| 2025 | 77.580 | 25 | 40.125 | 12 |
| 2024 | 77.580 | 25 | 40.125 | 12 |
As of September 30, 2025, there wereno preferred stock dividends in arrears.
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