Voya Financial Inc.

06/24/2026 | Press release | Distributed by Public on 06/24/2026 13:35

Annual Report of Employee Stock Purchase/Savings Plan (Form 11-K)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 11-K
ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2025
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 001-35897
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Voya 401(k) Plan for VRIAC Agents
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Voya Financial, Inc.
230 Park Avenue
New York, New York 10169
Voya 401(k) Plan For VRIAC Agents
Audited Financial Statements and Supplemental Schedule
Contents
Page
I.
The following financial statements and supplemental schedule for the Voya 401(k) Plan for VRIAC Agents
are being filed herewith:
Audited Financial Statements as of December 31, 2025 and 2024, and for the years then ended
and Supplemental Schedule as of December 31, 2025
Report of Independent Registered Public Accounting Firm -
Mitchell & Titus LLP
2
Audited Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2025 and 2024
3
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2025 and 2024
4
Notes to Financial Statements
5
Supplemental Schedule:
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
15
Signature Page:
16
II.
The following exhibits are being filed herewith:
Exhibit No.
Description
1
Consent of Independent Registered Public
Accounting Firm - Mitchell & Titus LLP
2
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of the Voya 401(k) Plan for VRIAC Agents
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Voya 401(k) Plan for VRIAC Agents (the Plan) as of
December 31, 2025 and 2024, the related statements of changes in net assets available for benefits for the years then ended, and the related
notes and schedule (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for
benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. As part of
our audits, we are required to obtain an understanding of internal control over financial reporting, but not for purposes of expressing an
opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held as of year end) as of December 31, 2025, has been subjected to
audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility
of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial
statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of
the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying
schedule of assets (held as of year end), we evaluated whether the supplemental information, including its form and content, is presented in
conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial
statements as a whole.
We have served as the Plan's auditor since 2022.
/s/ Mitchell & Titus, LLP
New York, New York
June 24, 2026
The accompanying notes are an integral part of these financial statements
3
Voya 401(k) Plan for VRIAC Agents
Statements of Net Assets Available for Benefits
As of December 31, 2025 and 2024
2025
2024
Assets:
Receivables:
Notes receivable from participants
$1,155,148
$1,086,663
Total receivables
1,155,148
1,086,663
Investments:
Investments in Master Trust at fair value
148,731,653
132,140,617
Total investments at fair value
148,731,653
132,140,617
Guaranteed investment contract in Master Trust
32,283,729
35,471,958
Fully-benefit responsive investment contracts at contract value
32,283,729
35,471,958
Net assets available for benefits
$182,170,530
$168,699,238
The accompanying notes are an integral part of these financial statements
4
Voya 401(k) Plan for VRIAC Agents
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2025 and 2024
2025
2024
Additions:
Interest and dividends from the Master Trust
$1,566,883
$1,784,775
Interest income on notes receivable from participants
91,729
75,772
Contributions - participants
5,086,186
4,833,482
Contributions - employer
1,230,401
1,212,405
Rollover contributions
342,737
571,094
Other
20,704
18,991
Total additions
8,338,640
8,496,519
Change in fair value of investments
21,156,128
21,057,236
Additions, including change in fair value of investments
29,494,768
29,553,755
Deductions:
Benefits paid directly to participants
15,977,163
16,685,588
Deemed distributions
17,454
55,411
Administrative expenses
28,859
9,594
Total deductions
16,023,476
16,750,593
Net increase
13,471,292
12,803,162
Net assets available for benefits:
Beginning of year
168,699,238
155,896,076
End of year
$182,170,530
$168,699,238
5
Voya 401(k) Plan for VRIAC Agents
Notes to Financial Statements
December 31, 2025 and 2024
1. Description of Plan
General
The following is a general description of the Voya 401(k) Plan for VRIAC Agents (the "Plan"). Participants should refer to the Plan
documents, including the summary plan description, for a more complete description of the Plan's provisions, including those described
herein. Any conflicts between the terms of the Plan document and this description shall be resolved by referring to the Plan document.
The Plan is a voluntary defined contribution plan available to all full-time insurance salespersons who, as defined in the Plan document, have
entered into a Career Agent Agreement with Voya Retirement Insurance and Annuity Company ("VRIAC"). The Plan is intended to meet the
requirements of Section 401(a) of the Internal Revenue Code ("IRC"). The Plan contains a salary reduction feature intended to meet the
requirements applicable to cash or deferred arrangements under Section 401(k) of the IRC. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
VRIAC is the Plan sponsor ("Plan Sponsor", or the "Company"). The Company is a wholly owned subsidiary of Voya Financial, Inc.
("Voya"). Voya is traded on the New York Stock Exchange under the symbol "VOYA." The Voya Financial Plan Administrative Committee
is the Plan administrator ("Plan Administrator"). The Plan Sponsor and an affiliate of the Plan Sponsor are parties to a master trust agreement
with Voya Institutional Trust Company, a wholly owned subsidiary of Voya ("Trustee") to facilitate the holding and investment of assets of
the Plan and the 401(k) plan sponsored by the affiliate in one master trust that separately accounts for the respective interests of each plan
("Master Trust").
The Plan offers a self-directed brokerage account option ("SDBA"). The SDBA is designed for investors who want to actively manage a
greater choice of investments and are willing to pay additional fees and accept full responsibility for researching, selecting, monitoring and
managing their investments.
Concentrations of Risk
As of December 31, 2025 and 2024, the Plan's assets were significantly concentrated in Voya affiliated investments such as Voya mutual
funds, Voya common/collective investment trusts, and Voya shares, the value of which is subject to fluctuations related to corporate, industry
and economic factors.
Eligibility
All full-time insurance salespersons meeting the qualifying requirements, as specified in the Plan documents, are automatically enrolled in the
Plan. Generally, Plan participation is limited to Career Agents, as defined in the Plan documents.
Participant Accounts
Each participant's account is credited with the participant's contribution and VRIAC's contribution. VRIAC contributions are based on
participant deferrals. Each participant's account is also credited with allocations of Plan investment results; all earnings or losses are allocated
to each participant's account as soon as practicable. Participant accounts may be reduced by any administrative fees or expenses charged
against the account. Forfeited balances of terminated participants' nonvested accounts are used to reduce future VRIAC contributions and to
restore participant accounts previously forfeited, as specified in the Plan document. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's vested account at the time benefit payments are made.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon.
Participants vest in VRIAC matching contributions over four years of service at the rate of 25% after the first year, 50% after the second year,
75% after the third year, and 100% after the fourth year. Participants are immediately fully vested when any of the following occur: (1)
reaching age 65 while actively employed, (2) dying while actively employed (3) obtaining eligibility for benefits under VRIAC's managed
long term disability plan while actively employed, or (4) termination or partial termination of the Plan to the extent such termination applies
to a participant.
A participant who is actively employed by the Company on the effective date of a sale of a direct or indirect controlling interest in the
Company shall be 100% vested in and shall be entitled to a benefit equal to the value of the participant's account.
6
Voya 401(k) Plan for VRIAC Agents
Notes to Financial Statements
December 31, 2025 and 2024
1. Description of Plan (continued)
Participant Contributions
Participants may contribute up to 50% of their pre-tax eligible earnings for the Plan year. Participants may also contribute eligible amounts
representing distributions from other qualified plans in a tax-free rollover ("rollover") and participants who have attained age 50 in a plan year
may elect to make catch-up contributions for such plan year in addition to their participant contribution. Participant contributions, other than
rollovers, are subject to limitations imposed by the IRC and the Plan.
The Plan offers a Roth feature. The Roth feature allows participants to make after-tax contributions to a Roth Account. These after-tax
contributions are subject to the IRC pre- tax employee contribution limits. The Roth contributions plus earnings grow tax free and qualified
Roth distributions are not subject to federal income taxes.
Employer Contributions
VRIAC matches participants' pre-tax and Roth contributions at 50% of each participant's contributions up to the first 6% of total eligible
earnings. VRIAC does not contribute matching contributions on catch-up contributions. The IRC limits can affect certain highly paid
participants' eligibility to receive matching contributions. VRIAC matching contributions are made in cash, and are allocated in accordance
with each participant's investment elections.
Forfeitures
The non-vested portion of a participant's account is forfeited when certain terminations described in the Plan document occur. Forfeitures
remain in the Plan and are used to reduce the Company's contributions to the Plan. The amount of the forfeited nonvested participant accounts
as of December 31, 2025 and 2024 is $8,666 and $23,173, respectively.
As permitted by the Plan document, the amount of forfeitures allocated in lieu of employer contributions for the years ended December 31,
2025 and 2024 was $17,128 and $15,008, respectively.
Dividends
Dividends paid are automatically reinvested.
Participant Loans
Subject to the provisions of the Plan, a participant may borrow against his/her account balances provided that the amount requested is at least
$1,000 but not more than the lesser of 50% of the vested balance or $50,000 (taking into account the outstanding balance of all Plan loans
made within the prior twelve months).
Each loan will bear an interest rate as prescribed by the Plan's applicable provisions, the current prime interest rate plus 1%. Loan repayment
periods are for a maximum of five years. Principal and interest are repaid ratably through commission check deductions.
Benefits Paid
Upon termination of service due to death, disability, or retirement, a participant or their beneficiary may elect to receive either a lump-sum
distribution or periodic payments of participant's account balance. A participant may elect to receive benefits in cash, or Voya shares to the
extent the participant's account is invested in the Voya Company Stock Fund. Additionally, upon termination of their contract, a participant
may elect to receive a lump sum distribution of their vested account balance. In-service withdrawals of vested account balances, excluding
Roth balances, are permitted for active participants who have attained age 59½. Benefit payments are recorded when paid from the Plan.
As defined in the Plan documents, certain participants are also eligible for hardship withdrawals, consistent with the provisions of the IRC.
Participants should refer to the Plan documents for a complete discussion of benefit payment provisions.
Administrative Expenses
To the extent the Company is required by law or elects to pay such expenses, the Plan Sponsor shall be responsible for paying such Plan
expenses. All expenses of the Plan shall, to the extent permitted by law, be paid by the Master Trust, unless the Company elects to pay such
expenses.
7
Voya 401(k) Plan for VRIAC Agents
Notes to Financial Statements
December 31, 2025 and 2024
1. Description of Plan (continued)
The Plan maintains a Plan Expense Reimbursement Account ("PERA") with respect to certain revenue received from mutual fund companies
for services rendered on behalf of the Plan. Any revenue deposited into the PERA is used to offset allowable expenses incurred during the
calendar year.
The amount of the PERA account as of December 31, 2025 and 2024 was $1,439 and $9,594, respectively.
Plan Termination
Although it has not expressed any intent to do so, VRIAC has retained the right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, all participants will become 100% vested in their
Plan accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
("U.S. GAAP").
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance, plus any accrued but unpaid
interest. Interest income on notes receivable from participants is recorded when it is earned. No allowance for credit losses has been recorded
as of December 31, 2025 or 2024. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be
a distribution, the participant loan is reduced and a benefit payment is recorded.
Investment Valuation and Income Recognition
The Plan provides for investments in Voya shares, guaranteed investment contracts ("GICs"), common collective trusts, separate accounts,
SDBA and mutual funds. Mutual funds are stated at fair value, which is the quoted market price in an active market of the shares owned on
the last day of the Plan year. Investments in Voya shares are based on the daily Net Asset Value ("NAV") per unit of the stock funds which is
determined using quoted market prices of the underlying investments. Units of the common collective trusts and separate accounts are valued
at the NAV redemption value as determined by the trustee.
Generally contract value is equal to participant deposits minus participant withdrawals plus credited interest. Interest credited is net of
expenses. Contract value may be subject to adjustments in connection with contract holder directed withdrawals that are subject to a market
value adjustment or under limited circumstances for certain in-service participant withdrawals. The fair value of the Voya Fixed Account and
Stable Value Option, which consist of an underlying GIC, is calculated by discounting the related cash flows based on current yields of
similar instruments with comparable durations.
Interest income is recorded on the accrual basis of accounting. Dividends are recorded on the ex-dividend date. Purchases and sales of
securities are recorded on the trade date.
Change in fair value of investments includes realized gains and losses on investments that were sold during the period and unrealized
appreciation and depreciation of the underlying investments held.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires the Plan Administrator to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit
risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of
investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts
reported in the Statements of Net Assets Available for Benefits.
8
Voya 401(k) Plan for VRIAC Agents
Notes to Financial Statements
December 31, 2025 and 2024
3. Master Trust for the Plan
Net assets and total investment income of the Master Trust are allocated to the Plan based on participant balances. The Plan's interest in the
net assets of the Master Trust was approximately 6% at December 31, 2025 and 2024. This was determined by comparing the Plan's
investment in the Master Trust to total net assets in the Master Trust.
The following table summarizes the net assets of the plan and Master Trust as of December 31, 2025 and 2024:
December 31, 2025
December 31, 2024
Plan's Portion of
Master Trust Assets
Master Trust Assets
Plan's Portion of
Master Trust Assets
Master Trust Assets
Common/collective trust funds
$108,325,602
$2,472,523,301
$95,287,340
$2,176,721,606
Mutual funds
8,445,657
141,112,300
7,463,480
123,107,773
Common stock funds
3,950,848
33,296,633
3,380,178
30,890,263
Self-directed brokerage account
21,183,729
88,070,839
18,089,552
74,619,528
Separate account funds
6,824,378
70,488,765
7,910,473
73,640,838
Cash and cash equivalents
1,439
22,364
9,594
34,172
Investments at fair value
148,731,653
2,805,514,202
132,140,617
2,479,014,180
Fully benefit-responsive investment
contract at contract value
32,283,729
415,306,417
35,471,958
414,342,942
Master Trust net assets
$181,015,382
$3,220,820,619
$167,612,575
$2,893,357,122
The net investment income (loss) of the Master Trust for the years ended December 31, 2025 and 2024 was as follows:
December 31, 2025
December 31, 2024
Investment income:
Net appreciation in fair value of investments
$409,688,079
$365,289,294
Interest and dividends
21,567,273
23,124,573
Net investment income
$431,255,352
$388,413,867
9
Voya 401(k) Plan for VRIAC Agents
Notes to Financial Statements
December 31, 2025 and 2024
4. Income Tax Status
The Plan received a determination letter from the IRS dated August 28, 2014, stating that the Plan is qualified under Section 401(a) of the
IRC and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and
restated. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan Administrator will
take the necessary steps, if any, to maintain the Plan's operations in compliance with the IRC.
U.S. GAAP requires Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position
are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The
Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025, there are no uncertain
positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject
to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Notwithstanding the foregoing,
the IRS may nonetheless audit the Plan to ensure it has been operated in accordance with the Plan document and applicable laws.
5. Investment in Insurance Contract
As of December 31, 2025, the Plan maintained two GIC related investment options, the Voya Fixed Account issued by VRIAC (a party-in-
interest) and the Stable Value Option. The contract underlying these investment options are considered to be fully benefit responsive in
accordance with ASC Topic 962, "Plan Accounting - Defined Contribution Pension Plans." As of December 31, 2025 and 2024, the contract
value of the investment in insurance contracts was $32,283,729 and $35,471,958, respectively.
The crediting interest rates to participants for the Voya Fixed Account contract PHZ993 as of December 31, 2025 and 2024 was 3.00%. The
guaranteed minimum crediting interest rates for the contract for the years ended December 31, 2025 and 2024 was 3.00%. VRIAC makes this
guarantee, and although VRIAC may credit a higher interest rate, the credited rate will not fall below the lifetime guaranteed minimum of
3.00%.
VRIAC's determination of credited interest rates reflects a number of factors, including mortality and expense risks, interest rate guarantees,
the investment income earned on invested assets and the amortization of any capital gains and/or losses realized on the sale of invested assets.
A market value adjustment may apply to amounts withdrawn at the request of the contract holder.
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to
the Plan documents (including complete or partial Plan termination or merger with another plan) (ii) changes to Plan's prohibition on
competing investment options or deletion of equity wash provisions; or (iii) the failure of the trust to qualify for exemption from federal
income taxes or any required prohibited transaction exemption under ERISA. The Plan Administrator does not believe that the occurrence of
any such event which would limit the Plan's ability to transact at contract value with participants is probable.
VRIAC has the option to payout 100% of the current value of the contract after completion of five contract years.
The underlying investment of the Stable Value Option consists of the Separate Account GIC contract ST-14698 (the "Contract") issued by
VRIAC (a party-in-interest). The earnings of the Contract is based on an interest rate applied to each participant's outstanding balance. The
interest rates are analyzed and may be reset by the GIC issuer semi-annually for the Contract.
Premature termination in whole or in part of the Contract is at the discretion of the Plan Sponsor and generally involves a payment adjusted to
its fair value. The Contract permits a book value corridor through which a threshold percentage of the contract balance is available at book
value in the event of certain employer actions such as spinoffs, divestitures, corporate relocations, layoffs, retirement incentive programs, the
creation of a competing investment option, or partial or total plan terminations. Clone contracts are generally available subject to underwriting
considerations to be issued to a takeover entity. In addition, the contracts generally provide for book value to be preserved if the withdrawal of
funds from the contract is made over a protracted period described in the contract ("book value settlement").
The interest credited to participants in the Contract for year ended December 31, 2025 and 2024 was 2.96% and 2.21%, respectively . The
Contract has no minimum crediting interest rate, no restrictions on the use of Plan assets and there are no valuation reserves recorded to adjust
contract amounts. Fund performance, net cash flows of the Plan investments, and duration of assets are factors that could influence the
average interest credited rate.
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to
the Plan documents (including complete or partial Plan termination or merger with another plan) (ii) changes to the Plan's prohibition on
competing investment options or deletion of equity wash provisions; or (iii) the failure of the trust to qualify for exemption from federal
income taxes or any required prohibited transaction exemption under ERISA. The Plan Administrator does not believe that the occurrence of
any such event which would limit the Plan's ability to transact at contract value with participants is probable.
The GIC issuer may discontinue the contract with the Plan under the following circumstances:
10
Voya 401(k) Plan for VRIAC Agents
Notes to Financial Statements
December 31, 2025 and 2024
•The Plan fails to meet any of its obligations under this contract or under any related agreement;
5. Investment in Insurance Contract (continued)
•All amounts under this contract are withdrawn;
•The Plan is no longer a qualified plan under the IRC;
•The Plan is terminated;
•The Plan no longer has any obligations under the Plan;
•Any action is taken by the Plan Sponsor, or any other official, which:
a.Creates a Competing Investment Option;
b.Significantly liberalizes, as determined by the issuer, the Plan withdrawal or transfer rights of Members;
c.Materially affects the issuer rights and obligations under this contract;
•The Plan, without the issuer written agreement, attempts to assign the Plan's interest in this contract;
•The Plan rejects an amendment to this contract proposed by the issuer under the Amendments section;
•The issuer elects to discontinue accepting deposits for all contracts of this class;
•Employees of an Employer are no longer eligible to participate in the Plan (any such discontinuance affects only those ineligible
employees);
•A change in applicable laws and regulations (including tax laws and regulations) which materially affects the taxation of this
contract or Separate Account, or otherwise materially affects the issuer obligations hereunder.
6. Financial Instruments
Fair Value Measurements
ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of
inputs used to measure fair value, and enhances disclosure requirements for fair value measurements.
Fair Value Hierarchy
The Plan has categorized its financial instruments into a three level hierarchy based on the priority of the inputs to the valuation technique.
If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level
input that is significant to the fair value measurement of the instrument. Certain investments are measured at the fair value using the NAV per
share as a practical expedient and have not been classified in the fair value hierarchy.
Financial assets recorded at fair value on the Statements of Net Assets Available for Benefits are categorized as follows:
•Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active market. The Plan defines an active market as a
market in which transactions take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
•Level 2 - Quoted prices in markets that are not active or values based on inputs that are observable either directly or indirectly for
substantially the full term of the asset or liability.
•Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value
measurement. These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not
widely available to estimate market participant expectations in valuing the asset or liability.
When available, the estimated fair value of financial instruments is based on quoted prices in active markets that are readily and regularly
obtainable. When quoted prices in active markets are not available, the determination of estimated fair value is based on market standard
valuation methodologies, including discounted cash flow methodologies, matrix pricing, or other similar techniques.
11
Voya 401(k) Plan for VRIAC Agents
Notes to Financial Statements
December 31, 2025 and 2024
The following table presents the Master Trust's hierarchy for its assets measured at fair value as of the dates indicated:
December 31, 2025
Level 1
Level 2
Level 3
Total
Assets:
Mutual funds
$141,112,300
$-
$-
$141,112,300
Common/collective trust funds
2,472,523,301
-
-
2,472,523,301
Common stock funds
33,296,633
-
-
33,296,633
Self-directed brokerage account
88,070,839
-
-
88,070,839
Cash and cash equivalents
22,364
-
-
22,364
Total
$2,735,025,437
$-
$-
$2,735,025,437
Separate account funds measured at NAV
70,488,765
Total assets at fair value
$2,805,514,202
December 31, 2024
Level 1
Level 2
Level 3
Total
Assets:
Mutual funds
$123,107,773
$-
$-
$123,107,773
Common/collective trust funds
2,176,721,606
-
-
2,176,721,606
Common stock funds
30,890,263
-
-
30,890,263
Self-directed brokerage account
74,619,528
-
-
74,619,528
Cash and cash equivalents
34,172
-
-
34,172
Total
$2,405,373,342
$-
$-
$2,405,373,342
Separate account funds measured at NAV
73,640,838
Total assets at fair value
$2,479,014,180
12
Voya 401(k) Plan for VRIAC Agents
Notes to Financial Statements
December 31, 2025 and 2024
6. Financial Instruments (continued)
Valuation of Financial Assets and Liabilities at Fair Value
Certain assets are measured at estimated fair value on the Plan's Statement of Net Assets Available for Benefits. The Plan defines fair value as
the price that would be received to sell an asset (an exit price) in the principal or most advantageous market for the asset in an orderly
transaction between market participants on the measurement date. The exit price and the transaction (or entry) price will be the same at initial
recognition in many circumstances. However, in certain cases, the transaction price may not represent fair value. Fair value is required to be a
market-based measurement which is determined based on a hypothetical transaction at the measurement date, from a market participant's
perspective. The Plan considers three broad valuation approaches when a quoted price is unavailable: (i) the market approach, (ii) the income
approach and (iii) the cost approach. The Plan determines the most appropriate valuation technique to use, given the instrument being
measured and the availability of sufficient inputs. The Plan prioritizes the inputs to fair valuation techniques and allows for the use of
unobservable inputs to the extent that observable inputs are not available.
The Plan utilizes a number of valuation methodologies to determine the fair values of its financial assets in conformity with the concepts of
"exit" price" and the fair value hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third-party commercial pricing
services, brokers and industry-standard, vendor-provided software that models the value based on market observable inputs. The valuations
obtained from third-party commercial pricing services are non-binding. The Plan reviews the assumptions and inputs used by third-party
commercial pricing services for each reporting period in order to determine an appropriate fair value hierarchy level. The documentation and
analysis obtained from third-party commercial pricing services are reviewed by the Plan, including in-depth validation procedures confirming
the observability of inputs.
The following valuation methods and assumptions were used by the Plan in estimating the reported values for the investments described
below:
Mutual funds: Mutual funds are reported at quoted market prices, which represent NAV of shares, and included in Level 1. This financial
instrument includes U.S. equities, International equities, and Short-term investment funds.
Common/collective trust funds: Common/collective trusts are reported at NAV or alternative fair value methods by the Trustee when NAV is
not available. This category includes common/collective trust funds that are designed to provide growth in capital by replicating benchmark
indices and includes primarily equity investments. The life cycle funds that are within this category are invested in highly diversified funds
designed to remain appropriate for investors in terms of risk throughout a variety of life circumstances. There are currently no redemption
restrictions on these investments
Common stock funds: Investments in Voya shares are based on the daily Net Asset Value ("NAV") per unit of the stock funds which is
determined using quoted market prices of the underlying investments. There are currently no redemption restrictions on this investment;
however there may be times that the Voya shares are subject to blackout periods. Participants will generally receive advance notice of a
blackout period and its anticipated end date.
Separate account funds: Separate account funds are reported at NAV or alternative fair value methods by the Trustee when NAV is not
available.
Self-directed brokerage account: The securities held within the SDBA are standard assets such as mutual funds, equities, cash and cash
equivalent and fixed income assets. These holdings are reported at quoted market price. These assets are included in Level 1.
Cash and cash equivalents: The carrying amounts for cash reflect the assets' fair value. The fair values for cash equivalent are determined
based on quoted market prices. These assets are included in Level 1.
Transfers in and out of Level 1 and 2
There were no securities transferred between Level 1 and Level 2 for the years ended December 31, 2025 and 2024. The Plan's policy is to
recognize transfers in and transfers out as of the beginning of the reporting period.
13
Voya 401(k) Plan for VRIAC Agents
Notes to Financial Statements
December 31, 2025 and 2024
7. Parties-in-Interest to the Plan
The Plan holds investments in several mutual funds, Voya shares, Voya collective investment trusts and a GIC that are managed by affiliated
companies of the Plan Sponsor. These affiliated companies are considered parties-in-interest (as defined in ERISA) to the Plan. As of
December 31, 2025 and 2024, funds of $51,896,179 and $51,371,048, respectively, were held in such investments and are considered party-
in-interest transactions.
8. Subsequent Events
The Plan has evaluated subsequent events for recognition and disclosure through the date of issuance of the financial statements.
14
Supplemental Schedule
15
Voya 401(k) Plan For VRIAC Agents
EIN-71-0294708 Plan-005
Schedule H, Line 4(i)
Schedule of Assets (Held at End of Year)
As of December 31, 2025
(a)
(b)
(c)
(e)
Identity of Issue, Borrower, Lessor,
or Similar Party
Description of Investment
Current Value
Notes receivable from Participants
*
$1,155,148
Note: Column (d) cost information is not required as the Plan's investments are totally participant directed.
* Each loan will bear an interest rate as prescribed by the Plan's applicable provisions when the loan is issued, currently the prime interest rate plus 1%. The
current interest rates on participant loans range from 4.25% to 9.50% as of December 31, 2025. Loan repayment periods are for a maximum of five years.
As of December 31, 2025, current maturity dates on Participant Loans range from January 2026 to September 2030.
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Voya 401(k) Plan for VRIAC Agents
By: Voya Financial Plan Administrative Committee
June 24, 2026
By:
/s/ Wayne Forlines
Dated
Name:
Wayne Forlines
Title:
Chairperson, Voya Financial Plan Administrative Committee
Voya Financial Inc. published this content on June 24, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT) on June 24, 2026 at 19:35 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]