8-K – 2026-02-09 – tm265638d1_8k.htm

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0001126328

0001126328

2026-02-09
2026-02-09

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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: February 9, 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 2.02
Results of Operations and Financial Condition

 

On February 9, 2026, Principal Financial
Group, Inc. publicly announced information regarding its results of operations and financial condition for the quarter and year ended
December 31, 2025. The text of the announcement is included herewith as Exhibit 99.

 

Item 9.01
Financial Statements and Exhibits

 

99
Fourth Quarter and Year ended 2025 Earnings Release

104
Cover Page to this Current Report on Form 8-K in Inline XBRL

 

 

 

 

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/ Joel Pitz
 

 
Name:
Joel Pitz

 
Title:
Executive Vice President & Chief Financial Officer

 

Date: February 9, 2026