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Voya Financial, Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 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.

Sep 30, 2025 · Filed Nov 6, 2025

VOYA$104.27-0.3%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

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 September 30, 2025:

PeriodTotal Number of Shares Purchased(1)Average Price Paid Per ShareTotal 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)
July 1, 2025- July 31, 202566,973$70.71—$761
August 1, 2025 - August 31, 20251,141,71670.991,127,396661
September 1, 2025 - September 30, 20256,78676.62—661
Total1,215,475$71.011,127,396N/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 September 30, 2025, there was an increase of 88,079 treasury shares in connection with such withholding activities.

(2)On August 11, 2025, the Company entered into a share repurchase agreement with a third-party financial institution to repurchase $100 million of the Company's common stock. Pursuant to the agreement, the Company received initial delivery of 1,127,396 shares based on the closing market price of the Company's common stock on August 11, 2025 of $70.96. This arrangement closed on October 15, 2025 and additional 218,336 shares were delivered based on daily volume-weighted average price of the Company's common stock.

(3)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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.