Voya Financial, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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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.
Mar 31, 2026 · Filed May 7, 2026
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11. Share-based Incentive Compensation Plans
- 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 March 31, 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 March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Restricted Stock Unit (RSU) awards | $24 | $20 |
| Performance Stock Unit (PSU) awards | 11 | 8 |
| Total share-based compensation expense | 35 | 28 |
| Income tax benefit | 6 | 7 |
| After-tax share-based compensation expense | $29 | $21 |
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 | 73.11 | 0.6 | 82.19 | |
| Vested | (0.7) | 71.07 | (0.3) | 82.72 | |
| Forfeited | (0.1) | 72.07 | — | * | 73.54 |
| Outstanding as of March 31, 2026 | 2.1 | $71.64 | 1.8 | $73.08 | |
*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 | — | — |
| Forfeited | — | — |
| Outstanding as of March 31, 2026 | 0.5 | $50.03 |
| Vested, exercisable, as of March 31, 2026 | 0.5 | $50.03 |
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