10-Q – 2026-07-29 – pfg-20260630x10q.htm

Equity securities
​
 
912.7
 
14
​
 
887.4
 
13
​

Mortgage loans
​
 
904.6
​
14
​
 
951.0
 
14
​

Real estate
​
 
7.2
 
—
​
 
1.3
 
—
​

Policy loans
​
 
15.1
 
—
​
 
16.2
 
—
​

Other investments:
​
 
​
 
​
​
 
​
 
​
​

Direct financing leases
​
 
547.0
 
8
​
 
567.6
 
8
​

Investment in unconsolidated operating entities
​
 
1,182.4
 
18
​
 
1,133.2
 
17
​

Derivative assets and other investments
​
 
463.8
 
7
​
 
480.2
 
8
​

Total invested assets
​
 
6,603.1
 
100
%  
 
6,682.9
 
100
%

Cash and cash equivalents
​
 
299.4
 
  ​
​
 
306.7
 
  ​
​

Total invested assets and cash
​
$
6,902.5
 
  ​
​
$
6,989.6
 
  ​
​

​
Regulations in certain locations require investment in the funds we manage. These required regulatory investments are classified as equity securities within our consolidated statements of financial position, with all mark-to-market changes reflected in net investment income. Our investment is primarily dictated by client activity and all investment performance is retained by us.
​

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Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Exposures and Risk Management
Market risk is the risk we will incur losses due to adverse fluctuations in market rates and prices. Our primary market risk exposures are to interest rates, equity markets and foreign currency exchange rates. The active management of market risk is an integral part of our operations. We manage our overall market risk exposure within established risk tolerance ranges using several approaches, including:
● rebalancing our existing asset or liability portfolios;
● controlling the risk structure of newly acquired assets and liabilities and
● using derivative instruments to modify the market risk characteristics of existing assets or liabilities or assets expected to be purchased.

Interest Rate Risk
Interest rate risk is the risk of economic losses due to adverse changes in interest rates. Interest rate risk arises primarily from our holdings in interest sensitive assets and liabilities. Changes in interest rates impact numerous aspects of our operations, including but not limited to:
● yield on our invested assets;
● rate of interest we credit to contractholder account balances;
● timing of cash flows on assets and liabilities containing embedded prepayment options;
● cost of hedging our GMWB rider;
● discount rate used in valuing our liability for future policy benefits for long-duration insurance and annuity contracts;
● discount rate used in valuing our pension and OPEB obligations;
● statutory reserve and capital requirements;
● asset-based fees earned on the fixed income assets we manage;
● interest expense on our long-term borrowings;
● fair value of intangible assets in our reporting units and
● fair value of financial assets and liabilities held at fair value on our consolidated statements of financial position.

Lower interest rates generally result in lower profitability in the long-term. Conversely, higher interest rates generally result in higher profitability in the long-term. However, an increase in market interest rates may cause a decline in the value of financial assets held at fair value on our consolidated statements of financial position.
Impact of Changes in Long-Term Interest Rate Assumptions
We use long-term interest rate assumptions to calculate MRBs, certain reserves and benefit plan obligations in accordance with U.S. GAAP. In setting these assumptions, we consider a variety of factors, including historical experience, emerging trends and future expectations. We evaluate our assumptions on at least an annual basis. Due to the long-term nature of our assumptions, we generally do not revise our assumptions in response to short-term fluctuations in market interest rates. However, we will consider revising our assumptions if a significant change occurs in the factors noted above.
A reduction in our long-term interest rate assumptions may result in increases in MRB liabilities and certain reserves.

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Impact of Changes in Interest Rates
Changes in interest rates or a sustained low interest rate environment may result in the following impacts, which would impact our financial position and results of operations:
​

Impact of Falling Interest Rates or Sustained Low Interest Rates
Impact of Rising Interest Rates

Adverse Impacts:
Positive Impacts:

A reduction in investment income, which may be partially offset by a reduction in the interest we credit on contractholder account balances; however, our ability to lower crediting rates may be constrained by guaranteed minimum interest rates and competitive pressures
An increase in investment income, which may be partially or fully offset by an increase in the interest we credit on contractholder account balances

An increase in the cost of hedging our GMWB rider
A decrease in the cost of hedging our GMWB rider

An increase in MRB liabilities and certain reserves
A decrease in MRB liabilities and certain reserves

A reduction in the discount rate used to measure reserves for long-duration insurance and annuity contracts, leading to an increase in our reserves
An increase in the discount rate used to measure reserves for long-duration insurance and annuity contracts, leading to a decrease in our reserves

A reduction in the discount rate used in valuing our pension and OPEB obligations, leading to an increase in our Projected Benefit Obligation, Net Periodic Pension Cost, Accumulated Postretirement Benefit Obligation and Net Periodic Benefit Cost
An increase in the discount rate used in valuing our pension and OPEB obligations, leading to a decrease in our Projected Benefit Obligation, Net Periodic Pension Cost, Accumulated Postretirement Benefit Obligation and Net Periodic Benefit Cost

An increase in statutory capital we are required to hold as well as the amount of assets we must maintain to support statutory reserves
A decrease in statutory capital we are required to hold as well as the amount of assets we must maintain to support statutory reserves

An increase in prepayments or redemptions on mortgages and bonds we own, which would force us to reinvest the proceeds at lower interest rates
A decrease in prepayments or redemptions on mortgages and bonds we own, which would reduce our opportunity to reinvest the proceeds at higher interest rates

​
​

Positive Impacts:
Adverse Impacts:

An increase in the value of the fixed income assets we manage, resulting in an increase in our fee revenue in the short-term
A decrease in the value of the fixed income assets we manage, resulting in a decrease in our fee revenue in the short-term

A decrease in the interest expense on our long-term borrowings, to the extent the borrowings have adjustable rates or we are able to refinance our obligations at lower interest rates
An increase in the interest expense on our long-term borrowings, to the extent the borrowings have adjustable rates or we refinance our obligations at higher interest rates

An increase in the fair value of certain financial assets held at fair value on our consolidated statements of financial position
A decrease in the fair value of certain financial assets held at fair value on our consolidated statements of financial position, as discussed below

​
A reduction in the fair value of intangible assets in our reporting units, potentially leading to an impairment of goodwill or other intangible assets

​
We estimate a hypothetical 100 basis point immediate, parallel decrease in U.S. interest rates would impact segment pre-tax operating earnings between (1)% and 1% over the next twelve months. This estimate reflects the impact of routine management actions in response to changes in interest rates, such as reducing the interest rates we credit on contractholder account balances, but does not reflect the impact of other actions management may consider, such as curtailing sales of certain products.
The selection of a 100 basis point immediate, parallel decrease in U.S. interest rates should not be construed as a prediction by us of future market events, but rather as an illustration of the impact of such an event. Our exposure will change as a result of ongoing portfolio transactions in response to new business, management’s assessment of changing market conditions and changes in our mix of business.
​

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If market rates increase rapidly, policy surrenders, withdrawals and requests for policy loans may increase as customers seek to achieve higher returns. Excess lapses may result in an acceleration of amortization for our DAC and other actuarial balances. We may be required to sell assets to raise the cash necessary to respond to such surrenders, withdrawals and loans, thereby realizing capital losses on the assets sold.
Guaranteed Minimum Interest Rate Exposure . The following table provides detail on the differences between the interest rates being credited to contractholders as of June 30, 2026, and the respective GMIRs. Amounts for contracts without significant fee revenues such as GICs, funding agreements, retail fixed income annuities and guaranteed pension contracts are excluded. Additionally, amounts for contracts that are reinsured are also excluded. Account values are broken down by GMIR level within the Retirement and Income Solutions and Benefits and Protection segments.
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Account values (1)
 

​
​
​
​
​
Excess of crediting rates over GMIR:
​
​
​
 

​
  ​ ​ ​
​
​
  ​ ​ ​
Up to 0.50%
  ​ ​ ​
0.51% to 1.00%
  ​ ​ ​
1.01% to 2.00%
  ​ ​ ​
2.01% or more
  ​ ​ ​
​
​
 

​
​
At GMIR
​
above GMIR
​
above GMIR
​
above GMIR
​
above GMIR
​
Total
 

​
​
($ in millions)
 

Guaranteed minimum interest rate
 
​
  ​
 
​
  ​
 
​
  ​
 
​
  ​
 
​
  ​
 
​
  ​
​

Retirement and Income Solutions
 
​
  ​
 
​
  ​
 
​
  ​
 
​
  ​
 
​
  ​
 
​
  ​
​

Up to 1.00%
​
$
13.8
​
$
—
​
$
—
​
$
—
​
$
—
​
$
13.8
​

1.01% - 2.00%
​
 
3.4
​
​
—
​
​
2,502.0
​
​
709.4
​
​
—
​
​
3,214.8
​

2.01% - 3.00%
​
 
310.6
​
​
20.2
​
​
75.0
​
​
1,660.9
​
​
8,560.6
​
​
10,627.3
​

3.01% - 4.00%
​
 
7.8
​
​
—
​
​
—
​
​
—
​
​
—
​
​
7.8
​

4.01% and above
​
​
10.5
​
​
—
​
​
—
​
​
—
​
​
—
​
​
10.5
​

Subtotal
​
 
346.1
​
​
20.2
​
​
2,577.0
​
​
2,370.3
​
​
8,560.6
​
​
13,874.2
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Benefits and Protection
​
 
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Up to 1.00%
​
 
—
​
​
—
​
​
—
​
​
14.6
​
​
37.2
​
​
51.8
​

1.01% - 2.00%
​
 
—
​
​
—
​
​
—
​
​
3.7
​
​
473.8
​
​
477.5
​

2.01% - 3.00%
​
 
2.0
​
​
11.5
​
​
94.6
​
​
401.1
​
​
0.2
​
​
509.4
​

3.01% - 4.00%
​
 
1,280.7
​
​
69.1
​
​
88.4
​
​
16.5
​
​
2.1
​
​
1,456.8
​

4.01% and above
​
 
19.1
​
​
26.5
​
​
2.2
​
​
1.5
​
​
—
​
​
49.3
​

Subtotal
​
 
1,301.8
​
​
107.1
​
​
185.2
​
​
437.4
​
​
513.3
​
​
2,544.8
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Total
​
$
1,647.9
​
$
127.3
​
$
2,762.2
​
$
2,807.7
​
$
9,073.9
​
$
16,419.0
​

Percentage of total
​
 
10.0
%
​
0.8
%
​
16.8
%
​
17.1
%
​
55.3
%
​
100.0
%

(1) Includes only the account values, net of the account values with associated policy loans, for products with GMIRs and discretionary crediting rates, excluding amounts for contracts that are reinsured.

Impact of Rising Interest Rates on the Fair Value of Financial Assets. An increase in market interest rates may cause a decline in the value of financial assets held at fair value on our consolidated statements of financial position. Although changes in the fair value of our financial assets due to changes in interest rates may impact the amount of equity reported in our consolidated statements of financial position, these changes will not cause an economic gain or loss unless we sell investments, terminate derivative positions, record an allowance for credit loss, or determine a derivative instrument is no longer an effective hedge.
We estimate a hypothetical 100 basis point immediate, parallel increase in interest rates would reduce the net reported fair value of our financial assets and derivatives by $2,759.1 million as of June 30, 2026 , compared to $2,730.6 million as of December 31, 2025 . This estimate only reflects the change in fair value for financial assets and derivatives reported at fair value on our consolidated statements of financial position. Assets and liabilities not reported at fair value on our consolidated statements of financial position – including mortgage loans, liabilities relating to insurance contracts, investment contracts, debt and bank deposits – are excluded from this sensitivity analysis. We believe the excluded liability items would economically serve as a partial offset to the net interest rate risk of the financial instruments included in the sensitivity analysis. Separate account assets and liabilities are also excluded from this estimate, as any interest rate risk is borne by the holder of the separate account. Assets backing reserves as part of a coinsurance with funds withheld agreement are excluded from this estimate, as any interest rate risk is passed to the reinsurer. For more information on fair value measurements, see Item 1. “Financial Statements, Notes to Unaudited Condensed Consolidated Financial Statements, Note 16, Fair Value Measurements. ”

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Table of Contents

Our selection of a 100 basis point immediate, parallel increase in interest rates is a hypothetical rate scenario we use to demonstrate potential risk. While a 100 basis point immediate, parallel increase does not represent our view of future market changes, it is a near term reasonably possible hypothetical change that illustrates the potential impact of such events. While this sensitivity analysis provides a representation of interest rate sensitivity, it is based on our portfolio exposures at a point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio transactions in response to new business, management’s assessment of changing market conditions and available investment opportunities.
Our net estimated potential loss in fair value as of June 30, 2026, increased $28.5 million from December 31, 2025, driven by investment activity within the portfolio.
Interest Rate Risk Management
We manage interest rate risk through the use of an integrated risk management framework. This helps us identify, assess, monitor, report and manage our risks within established limits and risk tolerances. Our internal risk committees monitor and discuss our risk profile and identify necessary actions to mitigate impacts from interest rate risk.
The product designs within our business units result in a variety of different interest rate risk profiles. Therefore, our business units use a variety of different approaches for managing their asset and liability interest rate risks.
● Retirement Business Stable Cash Flows – For stable and predictable cash flow liabilities, such as pension risk transfer, WSRS, and investment only, we use investment strategy and hedges to tightly align the cash flow run off of these asset and liability cash flows. Immunization analysis is also utilized in the management of interest rate risk.
● U.S. Insurance Stable Cash Flows – Our insurance businesses in many instances contain long-term guarantees with stable and predictable liability cash flows and recurring premiums. We manage the interest rate risk through investment strategy, product crediting rates and analyzing duration and embedded value sensitivity.
● Principal Asset Management – Our international businesses operate within local regulations and financial market conditions (e.g., derivative markets, assets available) to achieve similar asset and liability cash flow management objectives. In locations with a limited availability of long-dated assets and derivative markets, the duration gap is managed to risk tolerances specific to each location.

We also limit our exposure to interest rate risk through our business mix and strategy. We have intentionally limited our exposure to specific products where investment margins are critical to the product’s profitability, and we continue to emphasize the sale of products that generate revenues in the form of fees for service or premiums for insurance coverage and expose us to minimal interest rate risk.
Prepayment risk is controlled by limiting our exposure to investments that are prepayable without penalty prior to maturity at the option of the issuer. We also require additional yield on these investments to compensate for the risk the issuer will exercise such option. Prepayment risk is also controlled by limiting the sales of liabilities with features such as puts or other options that can be exercised at inopportune times. We manage the interest rate risk associated with our long-term borrowings by monitoring the interest rate environment and evaluating refinancing opportunities as maturity dates approach.
The plan fiduciaries use a Dynamic Asset Allocation strategy for our qualified defined benefit pension plan, which strategically allocates an increasing portion of the assets of the pension plan to fixed income securities as the funding status improves. The intended purpose of using the Dynamic Asset Allocation strategy is that the expected change in the value of the plan assets and the change in pension benefit obligation due to market movements are more likely to have more correlation versus a static allocation of assets between categories. For more information see Item 7 . “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Benefit Plans” and Item 8 . “ Financial Statements and Supplementary Data , Notes to Consolidated Financial Statements, Note 15, Employee and Agent Benefits ” in our Annual Report on Form 10-K for the year ended December 31, 2025 .

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Table of Contents

Use of Derivatives to Manage Interest Rate Risk. We use or have used various derivative financial instruments to manage our exposure to fluctuations in interest rates, including interest rate swaps, interest rate options, bond forwards, treasury forwards and futures. We use interest rate swaps, treasury forwards and futures contracts to hedge against changes in the value of the GMWB MRB. We use interest rate swaps and treasury forwards primarily to more closely match the interest rate characteristics of assets and liabilities. They can be used to change the sensitivity to the interest rate of specific assets and liabilities as well as an entire portfolio. We use interest rate swaps to manage our exposure to cash flow variability on recognized assets due to fluctuations in market interest rates. We use bond forwards to fix the purchase price of a bond at a specified date in the future. We use interest rate options to manage prepayment risks in our assets and minimum guaranteed interest rates and lapse risks in our liabilities.
Foreign Currency Risk
Foreign currency risk is the risk we will incur economic losses due to adverse fluctuations in foreign currency exchange rates. This risk arises from foreign currency-denominated funding agreements issued to nonqualified institutional investors in the international market, foreign currency-denominated fixed maturity and equity securities, and our international operations, including expected cash flows and potential acquisition and divestiture activity.
We estimate as of June 30, 2026, a 10% immediate unfavorable change in each of the foreign currency exchange rates to which we are exposed would result in no material change to the net fair value of our foreign currency-denominated instruments identified above because we effectively hedge foreign currency-denominated instruments to minimize exchange rate impacts, which is consistent with our estimate as of December 31, 2025. However, fluctuations in foreign currency exchange rates do affect the translation of segment pre-tax operating earnings and equity of our international operations into our consolidated financial statements.
For our international operations, we estimate that a 10% immediate unfavorable change in each of the foreign currency exchange rates to which we were exposed would have resulted in a $294.6 million, or 7%, reduction in the total equity excluding noncontrolling interests of our international operations as of June 30, 2026, as compared to an estimated $275.1 million, or 7%, reduction as of December 31, 2025. We estimate a 10% unfavorable change in the average foreign currency exchange rates to which we were exposed through our international operations would have resulted in a $14.0 million, or 5%, reduction in segment pre-tax operating earnings of our international operations for the three months ended June 30, 2026, as compared to an estimated $11.8 million, or 5%, reduction for the three months ended June 30, 2025. In addition, we estimate that a 10% unfavorable change in the average foreign currency exchange rates to which we were exposed through our international operations would have resulted in a $26.7 million, or 6%, reduction in segment pre-tax operating earnings of our international operations for the six months ended June 30, 2026, as compared to an estimated $22.1 million, or 5%, reduction for the six months ended June 30, 2025.
The selection of a 10% immediate unfavorable change in all currency exchange rates should not be construed as a prediction by us of future market events, but rather as an illustration of the potential impact of such an event. These exposures will change as a result of a change in the size and mix of our foreign operations.
Use of Derivatives to Manage Foreign Currency Risk. The foreign currency risk on funding agreements and fixed maturities in our U.S. operations is mitigated by using currency swaps that swap the foreign currency interest and principal payments to our functional currency. We did not have currency swap agreements associated with foreign-denominated liabilities as of June 30, 2026 and December 31, 2025 . The notional amount of our currency swap agreements associated with foreign-denominated fixed maturities was $3,997.1 million and $3,319.6 million as of June 30, 2026 and December 31, 2025 , respectively.
With regard to our international operations, in order to enhance the diversification of our investment portfolios we may invest in bonds denominated in a currency that is different than the currency of our liabilities. We use foreign exchange derivatives to economically hedge the currency mismatch. Our international operations had currency swaps with a notional amount of $208.3 million and $219.1 million as of June 30, 2026 and December 31, 2025, respectively. Our international operations also utilized currency forwards with a notional amount of $619.5 million and $642.9 million as of June 30, 2026 and December 31, 2025, respectively.
We use currency forwards to hedge currency risk associated with expected cash flows in our foreign operations. We held currency forwards with a notional of $123.5 million and $156.5 million as of June 30, 2026 and December 31, 2025, respectively.
Additionally, we used currency forwards to hedge net equity investments in our foreign operations, including certain sponsored investment funds. No hedges of net equity investments in our foreign operations were outstanding as of June 30, 2026. We held currency forwards with a notional amount of $55.6 million as of December 31, 2025.

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We also use currency forwards to hedge certain foreign-denominated investments in our domestic operations. We held currency forwards with a notional amount of $94.5 million and $59.6 million as of June 30, 2026 and December 31, 2025, respectively.
We used currency forwards with a notional amount of $339.9 million and $0.0 million as of June 30, 2026 and December 31, 2025, respectively, to manage the foreign currency risk associated with a business combination.
Equity Risk
Equity risk is the risk we will incur economic losses due to adverse fluctuations in equity markets. As of June 30, 2026 and December 31, 2025, the fair value of our equity securities was $2,603.4 million and $2,237.3 million, respectively. We estimate a 10% decline in the prices of the equity securities would result in a decline in fair value of our equity securities of $260.3 million as of June 30, 2026, as compared to a decline in fair value of our equity securities of $223.7 million as of December 31, 2025.
We are also exposed to the risk that asset-based fees decrease as a result of declines in assets under management due to changes in investment prices and the risk that asset management fees calculated by reference to performance could be lower.
We also have equity risk associated with (1) universal life contracts that credit interest to customers based on changes in an external equity index; (2) variable annuity contracts that have a GMWB rider that allows the customer to make withdrawals of a specified annual amount, either for a fixed number of years or for the lifetime of the customer, even if the account value is reduced to zero; (3) variable annuity contracts that have a GMDB that allows the death benefit to be paid, even if the account value has fallen below the GMDB amount; (4) SEC-registered annuity contracts with returns linked to an external equity index and (5) investment contracts in which the return is subject to minimum contractual guarantees. We are also subject to equity risk based upon the assets that support our employee benefit plans. For further discussion of equity risk associated with these plans, see Item 7 . “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Benefit Plans” in our Annual Report on Form 10-K for the year ended December 31, 2025 .
We estimate an immediate 10% downward equity shock, followed by a 2% per quarter increase would reduce our annual segment pre-tax operating earnings by approximately 5% to 8% over the next twelve months. The selection of a 10% unfavorable equity shock should not be construed as a prediction by us of future market events, but rather as an illustration of the potential impact of such an event. Our exposure will change as a result of changes in our mix of business.
Separate and distinct from our equity risk associated with a decline in the equity indices, we also have equity risk associated with certain domestic alternative investments. These investments are comprised of several asset categories (including hedge funds, private equity, infrastructure and direct lending) that provide an attractive asset match to our long-dated liabilities and create diversification benefits to our fixed income investments. The risk profile of these investments is actively monitored by our Investment Committee and our corporate risk management function. Changes in the value of these investments will impact earnings. We estimate an immediate 10% decline in the value of those assets, followed by a 2% per quarter increase would reduce our annual segment pre-tax operating earnings by less than 8% . The selection of a 10% unfavorable change in the value of those assets should not be construed as a prediction of future market events, but rather as an illustration of the potential impact of such a decline in value of those assets.
Use of Derivatives to Manage Equity Risk. We economically hedge the universal life products, where the interest credited is linked to an external equity index, by purchasing options that match the product’s profile or selling options to offset existing exposures. We economically hedge certain investments using total return swaps to swap the equity risk for income enhancement. We economically hedge RILA index credit exposure using options and futures. We economically hedge the GMWB rider MRB exposure, which includes interest rate risk and equity risk, using futures, options, treasury forwards and interest rate swaps with notional amounts of $7,186.3 million and $7,088.9 million as of June 30, 2026 , and December 31, 2025 , respectively. The fair value of both MRBs and associated hedging instruments are sensitive to financial market conditions and the variance related to the change in fair value of these items for a given period is largely dependent on market conditions at the end of the period.
​

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Item 4. Controls and Procedures
Disclosure Controls and Procedures
In order to ensure the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have adopted disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file with or submit to the SEC is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer, Deanna D. Strable-Soethout, and our Chief Financial Officer, Joel M. Pitz, have reviewed and evaluated our disclosure controls and procedures as of June 30, 2026, and have concluded our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
We had no change in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
​

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Table of Contents

PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Disclosure concerning legal proceedings can be found in Part I, Item 1. “Financial Statements, Notes to Unaudited Condensed Consolidated Financial Statements, Note 14, Contingencies, Guarantees and Indemnifications” under the caption, “Litigation and Regulatory Contingencies,” which is incorporated here by this reference.
​
Item 1A. Risk Factors
In addition to the other information set forth in this report, consideration should be given to the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. If any of those factors were to occur, they could materially adversely affect our business, financial condition or future results, and could cause actual results to differ materially from those expressed in forward-looking statements in this report. We have not had material changes with respect to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025.
​
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table presents the amount of our share purchase activity for the periods indicated.
​
​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
Maximum dollar

​
​
​
​
​
​
​
Total number of
​
value of shares

​
​
​
​
​
​
​
shares purchased
​
that may yet be

​
​
Total number of
​
Average
​
as part of publicly
​
purchased under

​
​
shares
​
price paid
​
announced
​
the programs (in

Period
  ​ ​ ​
purchased (1)
  ​ ​ ​
per share
  ​ ​ ​
programs
  ​ ​ ​
millions) (2)

January 1, 2026 - January 31, 2026
 
716,500
​
$
91.07
​
716,500
​
$
1,369.8

February 1, 2026 - February 28, 2026
 
794,891
​
$
93.85
​
695,449
​
$
1,304.4

March 1, 2026 - March 31, 2026
 
1,043,461
​
$
91.20
​
775,839
​
$
1,234.7

April 1, 2026 — April 30, 2026
​
981,725
​
$
94.24
​
980,891
​
$
1,142.3

May 1, 2026 — May 31, 2026
​
780,283
​
$
101.52
​
779,184
​
$
1,063.2

June 1, 2026 — June 30, 2026
​
729,738
​
$
108.04
​
728,617
​
$
984.5

Total
 
5,046,598
​
​
​
​
4,676,480
​
 
​

(1) Includes the number of shares of common stock utilized to execute certain stock incentive awards and shares purchased as part of publicly announced programs.
(2) In February 2025, our Board authorized a share repurchase program of up to $1.5 billion of our outstanding common stock, which has no expiration date.
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162

Table of Contents

Item 5. Other Information
On May 8, 2026 , Amy C. Friedrich , President , Benefits and Protection adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5- 1(c) for the sale of up to 55,680 shares (including stock options to the extent exercised for share purchases) of the Company’s common stock until February 25, 2028 .
​
Item 6. Exhibits

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​

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​

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​
Incorporated by reference herein

Exhibit Number
  ​ ​ ​
Description
  ​ ​ ​
Form
  ​ ​ ​
File Date

31.1
​
Certification of Deanna D. Strable-Soethout
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​
​
​

31.2
​
Certification of J oel M. Pitz
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32.1
​
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code – Deanna D. Strable-Soethout
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​
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​

32.2
​
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code – Joel M. Pitz
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​

101.INS
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Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
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​
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​

101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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​

101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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​
​
​

101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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​
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​

101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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​
​
​

101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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​
​
​

104
​
The cover page from Principal Financial Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2026 formatted in iXBRL and contained in Exhibit 101.
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​
​
​

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163

Table of Contents

SIGNATURE
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 thereunto duly authorized.
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​
PRINCIPAL FINANCIAL GROUP, INC.

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​

Dated: July 29, 2026
By
/s/ Joel M. Pitz

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​
Joel M. Pitz

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Executive Vice President and Chief Financial Officer

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​

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​
Duly Authorized Officer, Principal Financial Officer, and Principal Accounting Officer

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164