8-K – 2026-01-22 – tm263753d1_8k.htm

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0001126328

0001126328

2026-01-22
2026-01-22

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

 

 

FORM
8-K

 

CURRENT
REPORT

 

Pursuant
to Section 13 or 15(d) of the

Securities
Exchange Act of 1934

 

Date
of Report: January 22, 2026

(Date
of earliest event reported)

 

PRINCIPAL
FINANCIAL GROUP, INC.

(Exact
name of registrant as specified in its charter)

 

Delaware
1-16725
42-1520346

(State or other jurisdiction
(Commission file number)
(I.R.S. Employer

of
incorporation)
 
Identification
Number)

 

711
High Street , Des
Moines , Iowa
50392

(Address
of principal executive offices)

 

( 515 )
247-5111

(Registrant’s
telephone number, including area code)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   

¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   

¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   

¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

¨
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter)
or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

      Emerging
growth company     ¨

 

¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Title
of each class
 
Trading
symbol(s)
 
Name
of each exchange on which registered

Common
Stock
 
PFG
 
Nasdaq
Global Select Market

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

This report is filed quarterly to disclose assets under management
(“AUM”) by asset manager, prior to the availability of Principal Financial Group, Inc.’s (the “Company”)
quarterly earnings release. The amounts presented herein will be consistent with the format of AUM by asset manager and presented again
in such format within the Company’s financial supplement for the quarter ended December 31, 2025, when that document is posted
to the Company’s investor relations web site on or about February 9, 2026.

 

As of December 31, 2025, the assets under management for Principal
Financial Group were $781.0 billion, of which $593.9 billion is managed by Principal Asset Management - Investment Management and $153.9
billion is managed by Principal Asset Management - International Pension.

 

This total includes $13.0 billion attributable to operations disposed
in the fourth quarter of 2025 in Principal Asset Management – Investment Management.

 

For the quarter ended December 31, 2025, excluding the aforementioned
operations disposed, a combination of foreign currency translation, market performance, and other items not reported as part of the Company’s
net cash flow, had an approximate 1.5% positive impact as a percentage of beginning period AUM.

 

During times of market dislocations and a wider dispersion of returns,
it is important to note our exposure to small, mid-cap, and international products in equity AUM, high yield and preferred securities
exposure in fixed income AUM, and exchange rate movement in emerging markets.

 

 

 

 

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.

 

 
PRINCIPAL FINANCIAL GROUP, INC.

 
 

 
By:
     
/s/
Humphrey Lee
 

 
Name:
Humphrey
Lee

 
Title:
Vice President – Investor Relations

 

Date: January 22,
2026