Voya Financial, Inc. Announces \$400 Million Senior Notes Offering Due 2036

Key Highlights for Investors

• Issuer: Voya Financial, Inc. (NYSE: VOYA)
• Guarantor: Voya Holdings Inc.
• Offering: \$400,000,000 of 5.050% Senior Notes due 2036
• Pricing: 99.821% of principal amount
• Net Proceeds: \$396,684,000 (before expenses)
• Use of Proceeds: As described in the prospectus under “Use of Proceeds”
• Interest: 5.050% per annum, payable semi-annually (March 2 and September 2, commencing September 2, 2026)
• Maturity Date: March 2, 2036
• Joint Book-Running Managers: Citigroup Global Markets Inc., BofA Securities, Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC
• Optional Redemption: The notes are subject to optional redemption terms as described in the prospectus supplement and Indenture
• SEC Registration: The notes are offered pursuant to an effective shelf registration statement
• Settlement Date: March 2, 2026 (T+5)
• Trading Symbol: VOYA (Common Stock, not notes)
• Exchange: New York Stock Exchange

Key Details and Provisions

• Guarantee: The notes are fully and unconditionally guaranteed by Voya Holdings Inc.
• Indenture Amendment: The Indenture provisions regarding limitation on liens and disposition of stock of certain subsidiaries have been amended and restated solely in respect of these notes. These amendments may affect the covenants and protections afforded to noteholders.
• Legal Opinions Provided: Opinions regarding the validity and enforceability of the notes and guarantees have been provided by Faegre Drinker Biddle & Reath LLP and Day Pitney LLP.
• Financial Condition: The registration statement and prospectus supplement confirm that, since the most recent financial statements, there has been no material adverse change in the capital stock, long-term debt, or financial position of the company as disclosed.
• Risk Factors: Investors are reminded that the security ratings, if any, are not recommendations to buy, sell, or hold and may be subject to revision or withdrawal at any time.
• Underwriters: The lead underwriters and their allocations are as follows:
  • Citigroup Global Markets Inc. — \$100,000,000
  • BofA Securities, Inc. — \$80,000,000
  • Wells Fargo Securities, LLC — \$80,000,000
  • Morgan Stanley & Co. LLC — \$55,000,000
  • TD Securities (USA) LLC — \$55,000,000
  • BNP Paribas Securities Corp. — \$15,000,000
  • Mizuho Securities USA LLC — \$15,000,000

Shareholder-Relevant and Potentially Price-Sensitive Items

• Capital Structure Impact: The issuance of \$400 million in senior notes will increase the company’s long-term debt. This may be interpreted as a sign of growth, refinancing, or potential changes in leverage.
• Use of Proceeds: Management has indicated that the proceeds will be used as described in the prospectus. Investors should review the “Use of Proceeds” section for more detail, as the use of funds (e.g., refinancing, acquisitions, general corporate purposes) can have material impacts on future earnings or risk profile.
• No Material Adverse Change: There is an explicit representation that no material adverse changes have occurred since the most recently filed financials, supporting stability in the company’s operating and financial position at the time of this offering.
• Indenture and Covenant Changes: Amendments to the indenture for these notes may affect investor protections and the company’s flexibility in future financial transactions.

Potential Impact on Share Value

The announcement of a \$400 million senior notes issuance is significant for several reasons:

• It may signal that Voya Financial is seeking to capitalize on current market conditions to secure long-term financing at a fixed rate of 5.050%.
• The increased debt could be viewed as either a positive (if used for accretive investments or refinancing higher-cost debt) or a risk (if it increases leverage without a commensurate rise in earnings).
• Any material use of proceeds, especially for M&A, share buybacks, or debt refinancing, could influence future earnings and share price volatility.

Further Information

Investors are encouraged to review the full prospectus supplement and the company’s SEC filings, available for free on the SEC’s EDGAR system, for more details on the terms and risks of the new notes, as well as Voya’s latest financial condition and strategy.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions. The information above is based on company filings and may include forward-looking statements subject to risks and uncertainties.

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