Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On September 20, 2024, Voya Financial, Inc. ("Voya") completed its registered public offering (the "Offering") of $400 million aggregate principal amount of 5.000% Senior Notes due 2034 (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 $396.0 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 $400 million outstanding principal amount of its 3.976% Senior Notes due February 15, 2025.

The Notes and Guarantee were issued pursuant to the Indenture dated as of July 13, 2012 (the "Base Indenture"), as supplemented by an Eighth Supplemental Indenture dated as of September 20, 2024 (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 September 13, 2024, to the prospectus dated November 15, 2022, each filed with the Securities and Exchange Commission (the "Commission") as part of the Registration Statement on Form S-3of Voya and Voya Holdings (Nos. 333-262924and 333-262924-01)(the "Registration Statement").

Voya will pay interest on the Notes on March 20 and September 20 of each year, beginning on March 20, 2025. The Notes will mature on September 20, 2034 and bear interest at a rate of 5.000% 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.