Voya Financial Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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Item 1.01. Entry into a Material Definitive Agreement.
On March 2, 2026, Voya Financial, Inc. (“Voya”) completed its registered public offering (the “Offering”) of $400 million aggregate principal amount of 5.050% Senior Notes due 2036 (the “Notes”). The Notes are senior unsecured obligations of Voya and are fully, irrevocably and unconditionally guaranteed (the “Guarantee”) by Voya Holdings Inc., a wholly-owned subsidiary of Voya (“Voya Holdings”). The Offering resulted in aggregate net proceeds to Voya of approximately $395.2 million, after deducting commissions and estimated expenses. As previously announced, Voya intends to use all of the net proceeds of the Offering for general corporate purposes, which may include repayment at maturity of the $447 million outstanding principal amount of our 3.65% Senior Notes due June 15, 2026.
The Notes and Guarantee were issued pursuant to the Indenture dated as of July 13, 2012 (the “Base Indenture”), as supplemented by a Tenth Supplemental Indenture dated as of March 2, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each among Voya, Voya Holdings and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes and Guarantee were offered and sold pursuant to the prospectus supplement dated February 23, 2026, to the prospectus dated February 20, 2026, each filed with the Securities and Exchange Commission (the “Commission”) as part of the Registration Statement on Form S-3 of Voya and Voya Holdings (Nos. 333-293632 and 333-293632-01) (the “Registration Statement”).
Voya will pay interest on the Notes on March 2 and September 2 of each year, beginning on September 2, 2026. The Notes will mature on March 2, 2036 and bear interest at a rate of 5.050% per annum. Voya may, at its option, redeem, in whole or in part, the Notes at any time and from time to time at the redemption prices described in the Supplemental Indenture. The Indenture limits Voya’s ability to create liens, dispose of stock of certain subsidiaries and merge, consolidate or sell assets. The Indenture also provides for customary events of default.
The foregoing descriptions of the Notes, Guarantee and related agreements are only a summary of certain provisions and are qualified in their entirety by the terms of the Base Indenture, as filed with the Commission and incorporated by reference as an exhibit to the Registration Statement, the Supplemental Indenture and the form of Notes, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are expressly incorporated by reference herein and into the Registration Statement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On March 2, 2026, Voya issued the Notes, as guaranteed by Voya Holdings. Exhibits are filed herewith in connection with the Registration Statement. The following documents are being filed with this Current Report on Form 8-K: (i) Underwriting Agreement, dated February 23, 2026, among Voya Financial, Inc., Voya Holdings, Inc. and Citigroup Global Markets Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters listed on Schedule I thereto; (ii) Supplemental Indenture; (iii) Form of Notes; and (iv) opinions of Faegre Drinker Biddle & Reath LLP and Day Pitney LLP regarding the Notes and the related Guarantee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 23.1 | Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Day Pitney LLP (included in Exhibit 5.2) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VOYA FINANCIAL, INC. | ||||||
| Date: March 2, 2026 | By: | /S/ Julie Watson | ||||
| Name: | Julie Watson | |||||
| Title: | Vice President, Counsel and Corporate Secretary | |||||