UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————————————————— FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35897 Voya Financial, Inc. | (Exact name of registrant as specified in its charter) | | | | | --- | --- | --- | --- | | ...

Core Viewpoint - The analysis indicates a cautious stance on Voya Financial (VOYA) due to premium valuation and weak earnings momentum limiting its upside potential [1] Group 1: Company Analysis - Voya Financial is facing challenges with its premium valuation, which is seen as a barrier to potential growth [1] - The earnings momentum of Voya Financial is relatively weak, contributing to the overall cautious outlook on the stock [1] Group 2: Analyst Background - The analyst has over 18 years of experience in the financial markets, specializing in the financial sector [1] - The analyst has worked in various institutions within the industry, primarily on the buy side and related to portfolio management [1]

Gator Capital Management, LLC initiated a new position in Voya Financial (NYSE:VOYA) during the fourth quarter, according to a February 13, 2026, SEC filing, acquiring 125,270 shares in a trade estimated at $9.33 million based on quarterly average pricing. What Happened According to a Securities and Exchange Commission (SEC) filing dated February 13, 2026, Gator Capital Management, LLC opened a new position in Voya Financial by purchasing 125,270 shares. The estimated transaction value is $9.33 million, ...

Group 1 - Solaris Energy Infrastructure Inc. experienced a significant stock surge of 12.26%, reaching $57.78 in after-hours trading, following a regular session close at $51.47, which was down 4.21% [1] - Solaris Power Solutions LLC, a subsidiary of Solaris Energy Infrastructure, entered into a Master Equipment Rental Agreement with Hatchbo LLC to provide over 500 megawatts of power generation equipment for AI computing needs [2] - The rental agreement has a 10-year term starting January 1, 2027, with provisions for early termination by Hatchbo, requiring 30 days' notice and payment of 50% of remaining rental fees [3] Group 2 - Voya Financial Inc. disclosed a 5.2% stake in Solaris Energy Infrastructure, holding 2.54 million shares [4] - Solaris Energy Infrastructure has a market capitalization of $3.52 billion, with a 52-week high of $59.80 and a low of $14.27, reflecting an 88.74% gain over the past 12 months [5] - The company is positioned approximately 81.7% above its 52-week low, indicating strong long-term trend and potential for continued upside [5]

Core Viewpoint - RBC Capital analyst Mark Dwelle has increased the price target for Voya Financial (VOYA) to $87 from $85 while maintaining an Outperform rating on the shares [1] Group 1: Financial Performance - Voya's Q4 performance showcased strong organic growth in Investment Management [1] - There was notable commercial momentum in the Retirement segment [1] - The company demonstrated strong excess capital generation [1]

Core Insights - Voya Financial reported strong performance in 2025, generating $775 million in cash, significantly up from the previous year, and achieving record results in its Retirement and Investment Management segments, totaling $1 trillion in assets [5][6] - The company is entering 2026 with momentum, focusing on cash generation, strong commercial performance, and improved profitability in employee benefits [6] Revenue and Earnings - Voya set targets of $200 million in revenue growth and $75 million in earnings, significantly exceeding these goals, with retention rates around 90% [1] - The retirement business achieved close to a 40% margin in 2025, surpassing the guided range of 35% to 39%, with $28 billion in organic flows and an additional $60 billion from the OneAmerica transaction, totaling nearly $90 billion in asset growth [2] Capital Management - The company plans to direct $300 million towards share repurchases in the first half of the year, with approximately $400 million in excess capital expected by year-end [3][4] - Management emphasized balance sheet strength and flexibility in capital deployment, indicating that share repurchases do not preclude future acquisitions [3][4] Wealth Management Strategy - Voya's wealth management initiative is an expansion of existing business, generating about $200 million in revenue from retirement-related activities, which constitutes roughly 10% of the retirement business [7] - The company aims to serve the "mass affluent" participant base, leveraging its existing audience of retirement plan participants to minimize lead-generation costs [8] Investment Management Growth - Voya's investment management segment has outpaced industry growth with steady margin improvement, targeting 2% organic growth long-term [12] - A partnership with Blue Owl is set to launch a Multi-Manager Target-Date Fund in the first half of 2026, enhancing Voya's product offerings [12] Employee Benefits Performance - Employee benefits improved significantly, with pre-tax adjusted operating earnings rising from $40 million in 2024 to over $150 million in 2025, with expectations for further improvement in 2026 [14] - Voya achieved substantial rate increases, with a 21% increase on the January 2025 block and a 24% increase on the January 2026 block, maintaining premium stability year over year [15] Market Position and Future Outlook - Voya is positioned as a top-five provider in the retirement recordkeeping market, which is undergoing consolidation, with the top 10 providers controlling about 80% of assets [6] - The company anticipates continued elevated volatility in the healthcare sector, while focusing on growing cash generation and returning capital to shareholders [17]

Core Insights - The company achieved significant growth in cash generation, reaching $775 million in 2025, a substantial increase from the previous year [2] - Record commercial results were noted in the retirement and investment management sectors, with combined assets now totaling $1 trillion [2] - There was record earnings growth in the retirement business and a notable improvement in the employee benefits margin, indicating strong operational momentum [2][3] Future Outlook - The company sees a significant opportunity to enhance cash generation into 2026, driven by commercial growth in retirement and investment management, as well as ongoing margin improvements in employee benefits [3] - The company maintains a strong balance sheet and operates highly cash-generative businesses, providing a solid foundation for future growth [3]

Summary of Voya Financial's Conference Call Company Overview - **Company**: Voya Financial - **Industry**: Life Insurance and Investment Management Key Messages and Financial Performance - **Exceptional Year in 2025**: Voya reported cash generation of $775 million, significantly up from the previous year, and achieved record commercial results in Retirement and Investment Management, with combined assets of $1 trillion in these sectors [2][3] - **Growth Momentum**: The company anticipates continued growth in cash generation into 2026, driven by commercial growth in retirement and investment management, alongside improvements in employee benefits margins [3][4] - **Strong Balance Sheet**: Voya maintains a robust balance sheet and cash-generative businesses, allowing flexibility in capital deployment, including $300 million allocated for share repurchases in the first half of the year [3][4] Retirement Business Highlights - **Record Performance**: The retirement business achieved a margin of close to 40%, exceeding the target range of 35%-39%, with record organic growth of $28 billion in flows, plus an additional $60 billion from the OneAmerica acquisition [6][9] - **Participant Growth**: Voya added nearly 2 million participants, bringing the total to approximately 10 million, indicating strong retention and scale in the retirement sector [6][9] - **Investment in Wealth Management**: Voya is focusing on expanding its wealth management capabilities to serve clients more holistically, leveraging its existing participant base [7][22] OneAmerica Acquisition Insights - **Successful Integration**: Voya exceeded revenue and earnings targets from the OneAmerica acquisition, achieving $200 million in revenue growth and $75 million in earnings, with strong client retention [11][12] - **Market Positioning**: Voya is positioned as a net consolidator in the retirement space, with opportunities for further acquisitions as the industry consolidates [12][13] Wealth Management Strategy - **Established Business**: Voya's wealth management business generates $200 million in existing revenues, representing about 10% of the overall business, with plans to grow this segment by adding advisors and enhancing digital tools [22][23] - **Targeting Mass Affluent**: The focus is on serving the mass affluent market, particularly millennials who lack access to financial advisors, by providing guidance and digital tools for retirement planning [28][29] Employee Benefits and Stop Loss Business - **Claims Environment**: The stop loss business is experiencing increased claims volatility, prompting Voya to adopt a more conservative approach to reserving [50][56] - **Rate Increases**: Voya successfully implemented a 21% rate increase for the January 2025 business and a 24% increase for January 2026, reflecting the broader market trend [53][54] - **Market Demand**: There is a growing demand for stop loss products as employers seek to manage healthcare costs, with RFPs for these products increasing significantly [55][62] Investment Management Performance - **Organic Growth**: Voya's investment management segment has outpaced industry growth, with a focus on expanding relationships in the insurance channel and increasing private and alternative investments [42][44] - **Active ETFs Launch**: The launch of active ETFs is part of Voya's strategy to enhance its investment management offerings and leverage its retirement and wealth management businesses [43][48] Capital Return Strategy - **Consistent Capital Return**: Voya is committed to returning capital to shareholders through share repurchases and dividends, while also pursuing bolt-on acquisitions [73][75] - **High Return on Equity**: The company is achieving a return on equity close to 19%, making it an attractive investment opportunity [73][75] Conclusion - Voya Financial is positioned for continued growth in 2026, driven by strong performance in its retirement and investment management businesses, strategic acquisitions, and a commitment to returning capital to shareholders. The company is actively engaging with younger generations to enhance financial planning and retirement savings, while navigating challenges in the stop loss market.

Core Insights - Voya Financial reported strong financial performance for 2025, exceeding targets with over $1 billion in pre-tax adjusted operating earnings and $775 million in excess capital generation [1][3][7] - The company achieved a 22% increase in earnings per share (EPS), reaching $8.85, with a notable 39% year-over-year growth in Q4 EPS [2][7] Financial Performance - Pre-tax adjusted operating earnings were more than $1 billion, an increase of $168 million from the previous year [2] - Adjusted return on equity expanded by over 200 basis points to 18.6% [1] - The company generated $775 million in excess cash for 2025, surpassing its $700 million target [1][3] Business Segments Retirement - The Retirement segment had a record year, generating nearly $1 billion in adjusted operating earnings, up 17% from 2024 [8] - Defined contribution net flows exceeded $28 billion, the highest in the company's history, contributing to a 30% increase in total DC assets to approximately $730 billion [9] - Fee-based revenue in Retirement surpassed $1.4 billion, driven by commercial momentum and the integration of OneAmerica [8][9] Investment Management - Investment Management achieved record annual net revenue of $1 billion, with 4.8% organic growth, exceeding long-term targets [10] - The segment's performance was supported by broad-based flows of about $15 billion across various channels and strategies [10] - Adjusted operating earnings for Investment Management were $226 million, with both institutional and retail revenues increasing year-over-year [10][11] Employee Benefits - Employee Benefits showed significant margin recovery, with adjusted operating earnings rising to $152 million from $40 million the previous year [12] - Stop Loss loss ratios improved from 94% to 84%, despite a $37 million reserve build in Q4 [5][13] - The company achieved an average net effective rate increase of 24% for January 2026, up from 21% the previous year [15] Capital Deployment and Future Priorities - Voya plans to repurchase $150 million of shares in Q1 and expects a similar pace in Q2 of 2026 [17] - Future priorities include growing excess cash generation, maintaining balance sheet strength, and improving Employee Benefits margins [18] - The company is assessing M&A opportunities in the retirement sector while prioritizing shareholder capital returns [18]

Financial Data and Key Metrics Changes - Voya Financial reported over $1 billion of pre-tax adjusted operating earnings for the full year 2025, which is $168 million higher than the previous year, and increased earnings per share by 22% to $8.85 [15][16] - The company generated $775 million of excess cash, significantly exceeding its target [7][16] - Adjusted return on equity expanded by over 200 basis points to 18.6% [26] Business Line Data and Key Metrics Changes - In the retirement segment, adjusted operating earnings reached nearly $1 billion, a 17% increase from 2024, with defined contribution net flows surpassing $28 billion, the highest in Voya's history [17][19] - Investment management achieved record net revenues exceeding $1 billion, with 4.8% organic growth, well above the long-term target [12][20] - Employee benefits saw adjusted operating earnings improve to $152 million from $40 million in the prior year, driven by better margins in Stop Loss [22] Market Data and Key Metrics Changes - Combined retirement and investment management assets surpassed $1 trillion, illustrating the scale and value of Voya's integrated business model [7][8] - The company reported a record $360 billion in assets under management (AUM) due to strong net flows [13] Company Strategy and Development Direction - Voya's strategic priorities for 2026 include growing excess cash generation, maintaining balance sheet strength, driving commercial momentum in retirement and investment management, and improving margins in employee benefits [31][32] - The integration of OneAmerica exceeded financial targets and expanded capabilities, contributing to the overall growth strategy [10][11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to continue generating excess capital and achieving financial targets in 2026, supported by strong commercial momentum and disciplined expense management [16][31] - The company anticipates meaningful defined contribution net inflows in 2026, underpinned by plans expected to fund in the latter half of the year [19] Other Important Information - Voya plans to repurchase $150 million of shares in the first quarter of 2026, with similar plans for the second quarter, subject to macro conditions [28] - The company is actively assessing opportunities for mergers and acquisitions in the retirement space while maintaining a high bar for such activities [94] Q&A Session Summary Question: Inquiry about Stop Loss reserves - Management clarified that the reserve increase was due to a combination of conservative estimates and modestly better claims experience compared to the previous year [34][35] Question: Follow-up on Stop Loss rate increases - Management indicated that the 24% rate increase for January 2026 is expected to be sufficient, given the current demand and pricing environment [39][41] Question: Outlook for full-service retirement organic growth - Management expects strong organic growth in retirement, building off the previous year's performance and high retention rates [90][92] Question: Strategic rationale for Stop Loss in relation to other business lines - Management emphasized that Stop Loss is a critical product that complements other offerings and helps clients manage volatile medical expenses [75][78] Question: Comments on artificial intelligence opportunities and risks - Management sees significant opportunities in leveraging AI for efficiency and client experience, while also being aware of potential disintermediation risks [105][106]