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PFG 10-K & 10-Q changes, risk factors and insider trading

Principal Financial Group Inc. · Nasdaq · Accident & Health Insurance · CIK 1126328 · All filings on SEC.gov

Everything below is quoted or computed from Principal Financial Group Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

22 / 37risk-factor paragraphs added / removed in latest 10-K
5new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
4Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-18 (period ending 2025-12-31) with 10-K filed 2025-02-19 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

22new paragraphs
37removed paragraphs
55reworded paragraphs
12,978 → 10,286words in section

New heading “Our investment portfolio’s risks may reduce asset values, credited returns and overall financial performance.”

New heading “Our risk management framework may not identify or mitigate all risks, potentially leading to unexpected losses.”

New heading “We face risks arising from vendor failures or data breaches.”

New heading “Risks relating to computer cyber-terrorism, crisis on a national or global scale, climate change or other catastrophic events”

New heading “Catastrophic events could adversely affect our operations, net income or financial condition.”

Removed heading “Summary of Risk Factors”

Removed heading “Risks relating to economic conditions, market conditions and investments”

Removed heading “Risks relating to estimates, assumptions and valuations”

Removed heading “Risks relating to laws, regulations and taxation”

Removed heading “Risks relating to our business”

Removed heading “Risk Factors Discussion”

Removed heading “Our investment portfolio is subject to several risks that may diminish the value of our invested assets and the investment returns credited to customers, which could reduce our sales, revenues, AUM and net income.”

Removed heading “A pandemic, terrorist attack, military action or other catastrophic event could adversely affect our operations, net income or financial condition.”

Removed heading “Technological and societal changes may disrupt our business model and impair our ability to retain existing customers, attract new customers and maintain our profitability.”

Removed heading “Loss of or disruption in key vendor relationships and services or failure of a vendor to protect information of our customers or employees could adversely affect our business or result in losses.”

Removed heading “Our enterprise risk management framework may not be fully effective in identifying or mitigating all the risks to which we are exposed.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: default, liquidity, inflation, interest rate
“In general, economic and market conditions can cause variability in the following factors: demand for our products and services, short-term and long-term interest rates, inflation and deflation, equity returns, credit spreads, liquidity of investments, level of premiums and deposits, level of delinquencies and defaults, level of claims, level of surrenders and withdrawals and foreign exchange rates. …”
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Removed text topics: cyberattack, ransomware, supply chain
“Financial services companies are regularly targeted by cyber criminals, and face various cybersecurity risks, resulting in unauthorized access, theft of funds, extortion, disruption or degradation of service or other damage. These attacks may take a variety of forms, including web application attacks, denial of service attacks, ransomware, malware, and social engineering, including phishing. We may also be adversely impacted by successful cyberattacks of partners, vendors and others in our supply chain with whom we conduct business or share information. …”
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New text topics: litigation, penalt, regulation
“We provide products and services to certain employee benefit plans that are subject to ERISA or the Internal Revenue Code of 1986, as amended and regulated by various federal agencies, including the DOL. The laws governing employee benefit plans are complex. Failure to comply can result in civil penalties, excise taxes, litigation, and reputational harm. At times, we contract with customers to provide services as an ERISA fiduciary. …”
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Removed text topics: litigation, fine, regulation
“Many different regulatory bodies govern our company. We are required to comply with securities laws; insurance regulations; employee benefit plan regulations; financial services regulations; U.S. and international tax regulations; environmental, social and governance (“ESG”) requirements; and cybersecurity and privacy regulations. Complying with the various regulations can increase our cost of doing business, limit our available capital or impact how we do business. We could also face potential fines or reputational risk if we do not comply. …”
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Removed text topics: bankruptcy, impairment
“We increasingly rely on services and products provided by many vendors in the United States and abroad. These include, for example, vendors of computer hardware and software and vendors of services. In the event that one or more of our vendors suffers a bankruptcy or otherwise becomes unable to continue to provide products or services or fails to protect personal information of our customers or employees, we may suffer operational impairments, reputational damage and financial losses.”
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Removed text topics: liquidity, interest rate, pandemic
“The occurrence of pandemic disease, man-made disasters such as terrorist attacks and military actions, and natural disasters could adversely affect our operations, net income or financial condition. For example, our mortality and morbidity experience could be adversely impacted by a catastrophic event. In addition, a severe catastrophic event may cause significant volatility in global financial markets, disruptions to commerce and reduced economic activity. …”
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Full comparison: every changed paragraph (114)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

In the discussion below, we exclude investments held under coinsurance with funds withheld reinsurance agreements when providing details related to our investment portfolio, as these assets support related obligations and are less relevant to investor risk assessment.

Removed

Summary of Risk Factors

Removed

This section provides a summary of the risks that may impact our performance in the future. For details of our various risk factors and their impacts, see “Risk Factors Discussion.”

Removed

Our risk factors are organized into the following categories: 1) Risks relating to economic conditions, market conditions and investments, 2) Risks relating to estimates, assumptions and valuations, 3) Risks relating to laws, regulations and taxation, 4) Risks relating to our business and 5) General risks.

Removed

Risks relating to economic conditions, market conditions and investments

Removed

In general, economic and market conditions can cause variability in the following factors: demand for our products and services, short-term and long-term interest rates, inflation and deflation, equity returns, credit spreads, liquidity of investments, level of premiums and deposits, level of delinquencies and defaults, level of claims, level of surrenders and withdrawals and foreign exchange rates. The net effect of this variability can include reductions in business volumes or AUM, reductions in revenues, additional operating expenses, reductions or volatility in net income, inability to meet liquidity needs, inability to access capital and increased cost of capital.

Removed

Risks relating to estimates, assumptions and valuations

Removed

We use financial models to price our products, calculate reserves and other actuarial balances, value our investments and determine the amount of allowances or impairments taken on our investments. These models include the use of methodologies, assumptions and estimates. If actual experience is different than our models, our financial results could be impacted. This could impact the timing of our net income or adversely affect our results of operations and financial condition.

Removed

Risks relating to laws, regulations and taxation

Removed

Many different regulatory bodies govern our company. We are required to comply with securities laws; insurance regulations; employee benefit plan regulations; financial services regulations; U.S. and international tax regulations; environmental, social and governance (“ESG”) requirements; and cybersecurity and privacy regulations. Complying with the various regulations can increase our cost of doing business, limit our available capital or impact how we do business. We could also face potential fines or reputational risk if we do not comply. In addition, changes in tax laws can reduce sales of certain tax-advantaged products or increase our operating expenses. Changes in accounting standards may adversely impact reported results of operations and financial condition. Litigation and tax audits can increase costs and create adverse publicity.

Removed

Risks relating to our business

Removed

Business risks include risks associated with competition, products, fraud, external business partner relationships and acquisitions. In general, the risks related to our business can cause variability in the following factors: demand for our products and services, level of premiums and deposits, level of claims and level of surrenders and withdrawals. The net effect of this variability can include reductions in business volumes, disruptions in business operations, reductions in revenues, increased claims or operating expenses, reduced economic activity, reductions or volatility in net income or adverse effects on our results of operations and financial condition.

Removed

General risks

Removed

These risks are of a general nature and include the risk of catastrophic event; the risk of global climate change; the risk of technological and societal changes; reputational risk; intellectual property risk; risks associated with attracting, developing and retaining qualified employees; the risk of interruptions in information technology, infrastructure or other systems; loss of or disruption in key vendor relationships and risks associated with our enterprise risk management framework. General risks can result in reductions in business volumes, reductions in revenues, additional operating expenses, reductions or volatility in net income, or adverse effects on our results of operations and financial condition.

Removed

Risk Factors Discussion

Removed

In the discussion below, when providing details related to our investment portfolio, we have excluded discussion of investments held as part of coinsurance with funds withheld reinsurance agreements. We believe the details of the composition of our investment portfolio excluding the funds withheld are most relevant to an understanding of our risks that are pertinent to investors because all funds withheld assets support obligations and liabilities relating to the reinsurance agreements.

Removed

Our results of operations, financial condition, cash flows and capital position could be materially adversely affected by volatility, uncertainty and disruption in the capital and credit markets.

Reworded

We maintain a level of cash and securities which, combined with expected cash inflows from investments and operations, is believed adequate to meet anticipated short-term and long-term benefit and expense payment obligations. However, withdrawalWithdrawal and surrender levels may differvary fromdue anticipated levels for a variety of reasons, such as changes into economic conditions or changes in our claims paying ability and financial strength ratings. For additional information regarding our exposure to interest rate risk and the impact of a downgrade in our financial strength ratings, see risk factors entitled “Changes in interest rates or credit spreads or a prolonged low interest rate environment may adversely affect our results of operations, financial condition and liquidity,liquidity and our net income can vary from period to period” and “A downgrade in our financial strength or credit ratings may increase policy surrenders and withdrawals, reduce new sales, terminate relationships with distributors, impact existing liabilities and increase our cost of capital, any of which could adversely affect our profitability and financial condition.” In addition, mark-to-market adjustments on our investments and derivative instruments may lead to fluctuations in our reported capital. Volatility, uncertainty or disruptions in the capital or credit markets may result in the need for additional capital to maintain a targeted level of U.S. statutory capital relative to the NAIC’s RBC requirements. In the event our currentIf internal sources of liquidity doare not satisfy our needs,insufficient, we may haveneed toexternal seekfinancing, additional financing and, in such case, wewhich may not be able to successfully obtain additional financingavailable on favorable terms or at all.terms. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, our credit ratings and credit capacity, as well as customers’ or lenders’ perception of our long- or short-term financial prospects. Similarly,Negative regulatory authority or rating agency actions may impair our access to fundsexternal may be impaired if regulatory authorities or rating agencies take negative actions against us.funds.

Reworded

Disruptions, uncertainty or volatility in the capital and credit markets may limit our access to capital required to operate our business, most significantly our insurance operations. Such marketMarket conditions may limithinder our ability to replace,meet in a timely manner, maturing liabilities;obligations, satisfy statutory capital requirements; fund redemption requests on insurance or other financial products; generate fee income and market-related revenue to meet liquidity needsrequirements, and access the capital necessaryneeded to grow our business. As such, weWe may beface forcedhigher tocapital delay raising capital, issue shorter tenor securities than we prefer, utilize available internal resourcescosts or bearreduced anflexibility, unattractiveimpacting cost of capital, which could decrease our profitabilityliquidity and significantly reduce our financial flexibility and liquidity.profitability.

Reworded

In addition, we maintain credit facilities with various financial institutions as a potential source of excess liquidity. These facilities are in place to bridge timing in cash flows to minimize the cost of meeting our obligations, particularly during periods when alternative sources of liquidity are limited. Our ability to borrow fundsBorrowing under these facilities is conditioneddepends on our satisfaction ofmeeting covenants and other requirements contained in the facilities.requirements. Our failure to comply with these covenants, or the failure of lenders to fund their lending commitments, would restrict our ability to access these credit facilities and, consequently, could limit our flexibility in meeting our cash flow needs.

Reworded

Conditions in the global capital markets, including the equity, bond or real estate markets,markets and the economy generally may materially and adversely affect our business and results of operations.

Reworded

Our results of operations are materially affected by conditions in the global capital marketsmarket and theeconomic economy generally, both in the U.S. and elsewhere around the world.conditions. Continued adverse economic conditions may result in a decline in our AUM, AUA and revenues and erosion of our profit margins. A prolonged downturn in economic conditions could adversely impact the earnings of our borrowers and, therefore, their ability to honor their debt obligations, while also reducing the returns from our equity investments. In addition, in the event of extremeextreme, prolonged market events and economic downturns, we could incur significant losses. Even in the absence of a market downturn, we are exposed to substantial risk of loss of income due to market volatility.

Reworded

Because the revenues of our asset accumulation and management businesses are largely based on the value of AUM and AUA, a decline in domestic and global equity, bond or real estate markets will decrease our revenues. TurmoilMarket inturmoil these markets could lead investorsleading to withdrawinvestor withdrawal from these markets, decrease their rates of investment or refrain from making new investments, whichmarkets may reduce our AUM, AUA, revenues and net income.

Reworded

FactorsMacroeconomic suchfactors, asincluding consumer spending, business investment, government spending, themarket volatilityvolatility, inflation and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, inflationaffect levelsour business volume and ourprofitability. abilityEconomic todownturns managemay inflation risk effectively all affect the business and economic environment and, ultimately, the amount and profitability of our business. In an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment, negative investor sentiment and lower consumer spending, thereduce demand for our financial and insurance productsproducts. We may bealso adverselyface affected. In addition, we may experience an elevated incidence ofincreased claims and lapsespolicy or surrenders of policies.lapsation. Our policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. In addition, reductions in employment levels of our existing employer customers may result in a reduction in membership levels and premium income for our specialty benefits products. ParticipantsReduced withinpayroll thedeferrals in retirement plans forand whichincreased wewithdrawals provideof administrativeinvestment servicesaccounts may elect to reduce or stop their payroll deferrals to these plans, which would reducelower AUM, AUA and revenues. In addition, reductionsReductions in employment levels may result in a decline in employee deposits into retirement plans. Adverse economic changes inmay thematerially economyimpact could affectour net income negatively and could have a material adverse effect on our business, results of operations and financial condition. In addition, increased reliance on passive investment strategies, including target date funds, may amplify market volatility impacts and reduce flexibility in responding to adverse economic conditions.

Removed

An economic downturn may also lead to weakening of foreign currencies against the U.S. dollar, which would adversely affect the translation of segment pre-tax operating earnings and equity of our international operations into our consolidated financial statements. For further discussion on foreign currency exchange risk, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk.”

Reworded

Changes in interest rates or credit spreads or a prolonged low interest rate environment may adversely affect our results of operations, financial condition and liquidity,liquidity and our net income can vary from period to period.

Reworded

DuringProlonged periods of declininglow interest rates or prolonged low interest rates, the interest rates we earn on our assets may bereduce lowerasset thanyields the rates assumed inbelow pricing ourassumptions, products, thereby reducing ourlowering profitability. For some of ourcertain products, such as GICs and funding agreements, we are unable tocannot lower thecrediting raterates, weeven creditwhen toinvestment customersreturns in response to the lower return we will earn on our investments.decline. In addition, guaranteed minimum interest rates on our life insurance and annuity products may constrain our ability to lower the rate we credit to customers. Declining interestLower rates may also lead to a reduction in revenues related to ourreduce trust and custody business.revenues. Declining interest rates may result in increases in our reserves and other actuarial balances, potentially reducing net income or other comprehensive income (“OCI”). During periods of declining interest rates, borrowers may prepay or redeem mortgages and bonds that we own, which would force us to reinvest the proceeds at lower interest rates. Furthermore,Lower declining interestsurrender rates may reduceextend theliability rate of policyholder surrenders and withdrawals on our life insurance and annuity products, thus increasing the duration of the liabilities andduration, creating asset and liability durationasset-liability mismatches. Low interest rates may also increase the cost of hedging certain product features or riders. Declining interestLow rates or a prolonged low interest rate environment may alsoaffect result in changes to the discount rate used for valuing our pension,pension and other postretirement employee benefit (“OPEB”) obligations,valuations, which could negatively impact our results of operations andimpacting financial condition.results. In addition, certain statutory capital and reserve requirements are based on formulas or models that consider interest ratesrates, and a prolonged period of low interest rates may increase the statutory capital we are required to hold as well as the amount of assets we must maintain to support statutory reserves. Declining interest rates may cause a decrease in the value of market risk benefit (“MRB”) assets and an increase in the value of MRB liabilities and other liabilities held at fair value on our consolidated statements of financial position, potentially reducing net income or OCI.

Reworded

Increases in marketRising interest rates may also adverselynegatively affect our results of operations, financial condition and liquidity. During periods of increasing market interest rates, we may offer higher crediting rates on our insurance and annuity products to keep these products competitive. BecauseAsset returns on our portfolio of invested assets may notlag increase as quickly as current interestrising rates, wecompressing mayspreads have to accept lower spreads, thusand reducing our profitability. Rapidly rising interest rates may also result in an increase in policy surrenders, withdrawals and requests for policy loans as customers seek to achieve higher returns. In addition, rising interest rates may cause a decrease in the value of financial assets held at fair value on our consolidated statements of financial position. We may be required to sell assets to raise the cash necessary to respond to an increase in surrenders, withdrawals and loans, thereby realizing capital losses on the assets sold. AnProlonged increasehigh ininterest policy surrenders and withdrawalsrates may alsoadversely requireimpact usthe to accelerate amortizationability of our borrowers to service their debt, leading to outcomes that are more adverse than modeled. Higher surrenders may accelerate deferred acquisition cost (“DAC”) asset relating to these products.amortization. Rising interest rates may also cause a decline in the value of the fixed income assets we manage, resulting in a reduction in our fee revenue in the short term. In addition, a significant increase in interest rates may cause a reduction in the fair value of intangible assets in our reporting units, potentially leading to an impairment of goodwill or other intangible assets.

Reworded

OurCredit exposurespread tochanges credit spreads primarily relates toaffect market price variabilityprices and reinvestment risk associated with changes in credit spreads.risk. A widening of credit spreads would cause unrealized losses in our investment portfolio, would increase losses associated with credit-based derivatives we have sold that do not qualify or have not been designated for hedge accounting where we assume credit exposure and, if issuer credit spreads increase as a result of fundamental credit deterioration, would likely result in higher allowances. CreditTighter spread tightening willspreads reduce net investment income associated withfrom new purchases of fixed maturities.maturity investments. Credit spread tightening may also cause an increase in the reported value of certain liabilities that are valued using a discount rate that reflects our own credit spread. InVolatile addition, market volatilitymarkets may makeimpair it difficult to value certainvaluation of ourthinly securitiestraded if trading becomes less frequent.securities. As such, valuations may include assumptions or estimates that may have significant period-to-period changes from market volatility, which could have a material adverse effect on our results of operations or financial condition.

Added

Our investment portfolio’s risks may reduce asset values, credited returns and overall financial performance.

Removed

Our investment portfolio is subject to several risks that may diminish the value of our invested assets and the investment returns credited to customers, which could reduce our sales, revenues, AUM and net income.

Reworded

WeAn areincrease subject toin the risk that the issuers of the fixed maturities we own will default on principal and interest payments. As of December 31, 2024, our U.S. investment operations held $53.0 billionrate of fixed maturities,maturity orissuers 66%could ofharm totalour U.S.financial invested assets, of which approximately 5% were below investment grade,strength and $164.8 million, or 0.31% ofdecrease our total fixed maturities, were classified as either “problem,” “potential problem” or “restructured.”profitability. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments — U.S. Investment Operations — Fixed Maturities.”

Added

Our commercial mortgage loans are subject to delinquency and default risk. An increase in the delinquency rate of, and defaults under, our commercial mortgage loan portfolio could harm our financial strength and decrease our profitability. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments — U.S. Investment Operations — Mortgage Loans — Commercial Mortgage Loan Credit Monitoring.”

Added

A portion of our commercial mortgage loans have balloon maturities. A balloon maturity is a loan with all or a meaningful portion of the loan amount due at the maturity of the loan. Balloon maturities carry higher default risk than amortizing loans. Defaults on balloon loans may result in greater losses due to lump-sum repayments. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments — U.S. Investment Operations — Mortgage Loans — Commercial Mortgage Loans.”

Removed

Our commercial mortgage loan portfolio faces both delinquency and default risk. Commercial mortgage loans of $14.7 billion represented 17% of our total invested assets as of December 31, 2024. As of December 31, 2024, there were no loans in the process of foreclosure in our commercial mortgage loan portfolio. The performance of our commercial mortgage loan investments, however, may fluctuate in the future. An increase in the delinquency rate of, and defaults under, our commercial mortgage loan portfolio could harm our financial strength and decrease our profitability.

Removed

As of December 31, 2024, approximately $12.3 billion, or 85%, of our U.S. investment operations commercial mortgage loans before valuation allowance had balloon payment maturities. A balloon maturity is a loan with all or a meaningful portion of the loan amount due at the maturity of the loan. The default rate on commercial mortgage loans with balloon payment maturities has historically been higher than commercial mortgage loans with a fully amortizing loan structure. Since a significant portion of the principal is repaid at maturity, the amount of loss on a default is generally greater than fully amortizing commercial mortgage loans.

Reworded

Our investment portfolio includes equity securities, trading securities and derivative instruments that are reported at fair value on the consolidated statements of financial position with changes in fair value reported in net income. Mark-to-marketFair adjustmentsvalue on these investmentschanges may reduce our profitability orand cause our netincrease income tovolatility. varyFuture fromacquisitions periodmay expand exposure to period.mark-to-market We anticipate that acquisition and investment activities may increase the number and magnitude of these investments in the future.volatility.

Reworded

We hold certain investments that may be less liquid thaninvestments, our publicly traded fixed maturities, such asincluding privately placed fixed maturities, mortgage loansloans, and real estate investments.estate. These asset classes represented approximately 40%41% of the value of our total invested assets as of December 31, 2024.2025.

Added

In a time of market illiquidity, we may be forced to sell assets at unfavorable prices as reported asset values may not reflect potential sale prices in stressed markets.

Removed

If we require significant amounts of cash on short notice, we may have difficulty selling these investments in a timely manner, be forced to sell them for less than we otherwise would have been able to realize or both. The reported value of our relatively illiquid types of investments, our investments in the asset classes described above and, at times, our high quality, generally liquid asset classes, do not necessarily reflect the lowest possible price for the asset. If we were forced to sell certain of our assets in the current market, there can be no assurance we will be able to sell them for the prices at which we have recorded them, and we may be forced to sell them at significantly lower prices.

Reworded

We use derivative instrumentsderivatives to hedge variousbusiness risks we face in our businesses.risks. See Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.” We enter into a variety of derivative instruments with a number ofseveral counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, clearinghouses, exchanges and other institutions. ForWe transactionsface where we are in-the-money, we are exposed tocounterparty credit risk inon thein-the-money eventderivative of default of our counterparty.positions. We establishmitigate exposure through collateral agreements with nominalmost thresholdscounterparties. for a large majority of our counterparties to limit our exposure. However, our creditCredit risk may beincrease exacerbated when theif collateral heldproves by us cannotto be realizedinsufficient or isunrecoverable. liquidated at prices not sufficient to recover the full amount of the derivative exposure. With regard toRegarding our derivative exposure, we have over-collateralization requirements on the portion of collateral we hold, based on the risk profile of the assets posted as collateral. We may also havehold unsecured debt and equity investments, increasing exposure to these financial institutions in the form of unsecured debt instruments and equity investments.institutions. Such losses or impairments to the carrying value of these assets may materially and adversely affect our business and results of operations.

Reworded

ManyDerivative ofagreements ourmay derivativerequire transactionscollateral with financial and other institutions specify the circumstancesposting under whichcertain the parties are required to post collateral.conditions. We are also required to post collateral in connection with funding agreements with the FHLB Des Moines, reinsurance agreements,agreements and various other transactions. TheUnder amountcertain ofconditions collateral werequirements may berise, required to post under these agreements may increase under certain circumstances, which could adversely affectreducing our liquidity. In addition, under the terms of some of our transactions we may be required to make payment to our counterparties related to any decline in the market value of the specified assets. Such payments could have an adverse effect on our liquidity. Furthermore,Such withpayments respectcarry unsecured counterparty risk due to anylack suchof payments,segregation we will have unsecured risk to the counterparty as these amounts are not required to be segregated from the counterparty’s other funds, are not held in a third partyor custodial account and are not required to be paid to us by the counterparty until the termination of the transaction.safeguards.

Reworded

LiabilityEnvironmental under environmental protection laws resultingliabilities from our commercial mortgage loan portfolio and real estate investments may harmimpact our financial strength and reduce our profitability. Under the laws of several states and other jurisdictions, contamination of a property may give rise to a lien on the property to secure recovery of the costs of cleanup. In some states,jurisdictions, thisenvironmental kindliens ofmay lientake has priorityprecedence over the lien of an existing mortgage against the property, which would impair our abilitymortgage, toimpairing forecloseforeclosure on that property should the related loan be in default.rights. In addition, under the laws of some states and under the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, we may be liable for costs of addressing releases or threatened releases of hazardous substances that require remedy at a property securing a mortgage loan held by us, if our agents or employees have become sufficiently involved in the hazardous waste aspects of the operations of the related obligor on that loan, regardless of whether or not the environmental damage or threat was caused by the obligor. We also may faceincur this liability even after foreclosing on a property securing a mortgage loan held by us.foreclosure. This may harm our financial strength and decrease our profitability.

Reworded

Commercial mortgage lending in the state ofOur California accounted for 24%, or $3.4 billion, of our U.S. investment operations commercial mortgage loan portfolioconcentration beforeexposes valuation allowance as of December 31, 2024. Dueus to this concentration of commercial mortgage loans in California, we are exposed to potential losses resulting from the risk of anregional economic downturnand incatastrophe California as well as to catastrophes,risks, including but not limited to earthquakes, fires, drought, extreme heat, flooding,flooding and tsunamis, that may affect the region.tsunamis. Like other lenders, property insurance is required for all borrowers on which we make commercial mortgage loans. Insurance coverage typically includes real property, business interruption, terrorism, wind, hail, fire, named storm, flood and others as applicable. Earthquake insurance is required for those California assets with a high-risk scenario expected loss percentage as determined by an engineering report we obtain for each property. MaintainingWe require and monitor appropriate insurance coverage is a requirement by us as the lender and is monitored appropriately.coverage. If economic conditions in California deteriorate or catastrophes occur, we may in the future experience delinquencies or defaults on the portion of our commercial mortgage loan portfolio located in California, which may harm our financial strength and reduce our profitability. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments — U.S. Investment Operations — Mortgage Loans.”

Reworded

Fixed maturities that are classified as available-for-sale (“AFS”) are reported on the consolidated statements of financial position at fair value. Unrealized AFS gains orand losses onare AFS securities, excluding thoserecorded in fair value hedging relationships, are recognized as a component of accumulated other comprehensive income (“AOCI”) andwhich are, therefore,is excluded from net income. Our U.S. investment operations had gross unrealized losses on fixed maturities of $4,246.2 million pre-tax as of December 31, 2024, and the component of gross unrealized losses for securities in a continuous unrealized loss position for over twelve months and for which an allowance for credit loss has not been recorded was $4,081.7 million pre-tax. The accumulated change in fair value of the AFS securities is recognized in net income when the gain or loss is realized upon the sale of the asset or in the event thatif the decline in fair value requires an allowance for credit loss. Realized losses or credit losses may have a material adversematerially impact on our net incomeincome. inSee aItem particular7. quarterly“Management’s orDiscussion annualand period.Analysis of Financial Condition and Results of Operations — Investments — U.S. Investment Operations — Fixed Maturities Available-For-Sale.”

Reworded

We are exposed toface foreign currency risk in ourfrom international operations as we sell products denominated in variousand local currenciescurrency and generally invest the associated assets in local currencies.investments. For diversification purposes, assets backing the products may be partially invested in non-local currencies. In our U.S. operations, we may also issue foreign currency-denominated funding agreements to nonqualified investors in the institutional market or invest in foreign currency-denominated investments. The associated foreign currency exchange risk in each instance is hedged or managed to specific risk tolerances. AlthoughDespite ourhedging, investment and hedging strategies limit the effect offoreign currency exchangefluctuations rate fluctuation on operating results, weakening of foreign currencies againstto the U.S. dollar wouldmay adverselyreduce affecttranslated the translation of the results of our international operations into our consolidated financial statements.earnings. For further discussion on foreign currency exchange risk, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk.”

Reworded

Fixed maturities, equity securities and derivatives represent most assets and liabilities reported at fair value on our consolidated statements of financial position, excluding separate account assets and market risk benefit assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Fair value estimates are made basedrely on available market informationdata and judgmentsjudgment. about the financial instrument at a specific point in time. Considerable judgment is often required to develop estimates of fair value, and the use of differentDifferent assumptions or valuation methodologiesmethods may havematerially a material effect on the estimatedaffect fair value amounts.estimates.

Reworded

DuringMarket periodsdisruptions may impair valuation of market disruption including periods of significantly rising or high interest rates, rapidly widening credit spreads or illiquidity, it may be difficult to value certain securities, for example collateralized mortgage obligations and collateralized debt obligations, if trading becomes less frequent and/or market data becomes less observable.securities. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the current financial environment. InSuch suchconditions cases,increase thereliance valuationon process may require more subjectivityjudgment and managementsubjective judgment.inputs. As such, valuations may include inputs and assumptions that are less observable or require greater estimation as well as valuation methods that require greater estimation, which could result in values that are different from the value at which the investments may be ultimately sold. Further, rapidly changing credit and equity market conditions could materially impact the valuation of securities as reported within our consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on our results of operations or financial condition.

Reworded

The determination of the amount of allowancesAllowance and impairmentsimpairment varieslevels by investment type and isare based upon ouron periodic evaluationrisk andassessments assessment of known and inherent risks associated with the respectiveby asset class. Such evaluations and assessments require significant judgment and are revised as conditions changechange, and new information becomes available. AdditionalFuture impairments may need to be taken or allowances provided for in the future, and the ultimate loss may exceed management’s current loss estimates.

Reworded

Any impairments ofof, or valuation allowances againstagainst, our deferred tax assets could adversely affect our results of operations and financial condition.

Added

Deferred tax assets and liabilities reflect differences between financial and tax bases, using enacted future tax rates. We assess deferred tax asset recoverability quarterly and establish valuation allowances as needed. We consider reversals of existing taxable temporary differences, future income, carrybacks and tax planning strategies when evaluating the need for valuation allowances.

Removed

Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to be in effect during the years in which the basis differences reverse. We are required to evaluate the recoverability of our deferred tax assets each quarter and establish a valuation allowance, if necessary, to reduce our deferred tax assets to an amount that is more−likely−than−not to be realizable. In determining the need for a valuation allowance, we consider many factors, including future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years and implementation of any feasible and prudent tax planning strategies management would employ to realize the tax benefit.

Reworded

InherentTax inprovisions the provision for income taxes areinvolve estimates regardingon the deductibility of certain items, thedeductibility, timing of income and expense recognition and the current or future realization of operating losses, capital losses and certain tax credits. In the event these estimates differ from our prior estimates due to the receipt of new information, we may be required to significantly change the provision for income taxes recorded in the consolidated financial statements. Any such change could significantly affect the amounts reported in the consolidated financial statements in the year these estimates change. Future enacted changes in applicable tax rates as well as the tax base could lead to adverse effects in the consolidated financial statements within the year of enactment. A significant decline inAsset value ofdeclines assets incorporated into our tax planning strategies could lead to anmay increase of our valuation allowanceallowances, onadversely deferred tax assets having an adverse effect on current and futureaffecting results.

Reworded

The profitability of our insurance and annuity productsProfitability depends significantly upon the extent to which ouron actual experience is consistentaligning with the assumptions used in setting prices for our productspricing and establishingreserving liabilities for future insurance and annuity policy benefits and claims.assumptions. The premiums we charge and the liabilities we hold for future policy benefits are based on assumptions reflecting several factors, including the amount of premiums we will receive in the future, rate of return on assets we purchase with premiums received, expected claims, mortality, morbidity, lapse rates and expenses. However, due to the nature of the underlying risks and the high degree of uncertainty associated with the determination of the liabilities for unpaid policy benefits and claims,Because we cannot precisely determine the amounts we will ultimately pay to settle these liabilities, the timing of such payments, or whether the assets supporting the liabilities, together with anypredict future premiums,claims willpatterns, beactual sufficientclaim topayments satisfymay thediffer liabilities.from assumptions used in establishing reserves. As a result, we may experience volatility in the level of our profitability and our reserves from period to period. To the extent that actualEmerging experience is less favorable than our underlying assumptions, we may haverequire toassumption update our assumptions and increase our liabilities,updates which may harmincrease ourliabilities, financial strength and reduce ourreducing profitability.

Reworded

Our results of operations may also be adversely impacted if our actual investment earnings differ from our pricing and reserve assumptions. ChangesEconomic in economic conditionsshifts may lead to changes in market interest rates or changes in ouralter investment strategies,earnings, either of which could cause our actual investment earnings to differ from our pricing andimpacting reserve assumptions.

Reworded

Amortization of our DAC asset and other actuarial balances depends on several assumptions, including but not limited to, mortality and policy lapse. Due to the uncertainty associated with establishing these assumptions, we cannot, with precision, determine the exact pattern of amortization. To the extent actual experience emerges less favorably than expected, the amortization pattern of our DAC asset and other actuarial balances may be adjusted, which may impact the timing of our net income.

Reworded

Our businesses are subject to comprehensive regulation and supervision throughout the U.S. and in the international markets in which we operate. We are also impacted by federal legislation and administrative policies in areas such as securities laws, employee benefit plan regulations, financial services regulations, U.S. federal taxation and international taxation. ChangesRegulatory inchanges or new interpretations of existing laws or regulations or the interpretation thereof could significantlymay increase our compliance costs and reduce our profitability. Failure to comply with applicable regulationsNoncompliance may exposeresult us to significantin penalties, thelicense suspension or revocation of licenses to conduct businessloss and reputational damage.harm. Certain Executive orders could affect our business, operations, regional footprint, risk management strategies and investments and increase our costs of compliance.

Reworded

The NAIC implemented a principle-based reserving (“PBR”) approach to valuation of life insurance and variable annuities. Regulators plan to implementimplemented a new economic scenario generator for use in PBR models as early asof 2026. In addition, PBR for non-variable annuities may be implemented as early as 2026.2026 and is mandatory in 2029. The ultimate financial impact of these changes is uncertain, but they could result in more volatile and less predictable reserve and capital levels for these products.

Reworded

The International Association of Insurance Supervisors has adopted its common framework for the supervision of Internationally Active Insurance Groups (“IAIGs”). WeCurrently currentlywe are not designated as an IAIG. If we were so designated in the future, we may be subject to supervision and capital requirements beyond those applicable to any competitors without those designations. These international frameworks may influence the regulatory capital requirements in the jurisdictions in which we operate, potentially leading to an increase in our capital requirements.

Added

We provide products and services to certain employee benefit plans that are subject to ERISA or the Internal Revenue Code of 1986, as amended and regulated by various federal agencies, including the DOL. The laws governing employee benefit plans are complex. Failure to comply can result in civil penalties, excise taxes, litigation, and reputational harm. At times, we contract with customers to provide services as an ERISA fiduciary. In this case, ERISA imposes high standards of conduct on our activities, including managing conflicts of interest and complying with prohibited transaction exemptions. Changes to fiduciary rules, including regulations for fiduciary investment advice, may require modifications to our business practices, compensation structures, systems, and compliance programs. These changes could increase operational costs and limit certain sales practices.

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

9new paragraphs
10removed paragraphs
38reworded paragraphs
15,997 → 16,214words in section

New heading “Principal Compañía de Seguros de Vida Chile S.A.”

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New text topics: impairment, write-down
“On January 16, 2025, we announced the signing of an agreement with BCT to expand our investment management capabilities and exit our sponsor and trustee (pension) roles in Hong Kong for MPF Schemes. BCT will be assuming the role as sponsor and trustee for the Principal MPF Schemes. The transaction is expected to close in 2026, subject to regulatory approval; however, certain transaction impacts were recognized in first quarter 2025. …”
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New text
“Principal Compañía de Seguros de Vida Chile S.A.”
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Removed text topics: write-down
“On January 16, 2025, we announced the signing of an agreement with BCT to expand our investment management capabilities and exit our sponsor and trustee (pension) roles in Hong Kong for MPF Schemes. BCT will be assuming the role as sponsor and trustee for the Principal MPF Schemes. The transaction is expected to close during the first quarter of 2026, subject to regulatory approval, and will be reported within the Principal Asset Management segment. …”
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Pre-tax operating earnings in our Specialty Benefits business increased $28.2$40.0 million from improved claims experience, $16.2 million due to growthfavorable actuarial assumption updates in the2025 business,compared partiallyto offsetunfavorable byin $10.92024 and $13.0 million due to unfavorablehigher actuarialyields assumptionson andinvested model refinements in 2024 compared to favorable in 2023.assets. Pre-tax operating earnings in our Life Insurance business decreased $68.4$18.6 million due to more unfavorable actuarial assumption updates, model refinements and other updates in 20242025 compared to 20232024, andpartially $11.0offset by $3.5 million due to anlower increasenet commissions and $3.2 million due to a one-time expense accrual release in the policyholder dividend obligation.2025.
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Reworded topics: write-down

Paragraph as it now reads, with added and removed wording marked:

NetThe most significant items that contributed to the decrease in net income attributable to Principal Financial Group, Inc. increasedwere primarilya $654.5 million decrease due to a $1,211.2 million after-tax favorablethe change in fair value of the funds withheld embedded derivative.derivative Thisand increasea was$119.7 million decrease due to the impact from asset write-downs related to exiting our sponsor and trustee (pension) roles in Hong Kong for MPF schemes. These decreases were partially offset by athe $170.4 million unfavorable one-time impact of the YRT Reinsurance Transactions in 2024. Net increases in segment earnings are discussed in “Results of Operations by Segment.”
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Benefits, claims and settlement expenses in our Specialty Benefits business increased $122.0$63.5 million due to growth in the business,business offsetand by $8.7$16.1 million due to more favorableunfavorable actuarial assumption updates and model refinements in 20242025 compared to 2023.favorable in 2024, offset by $40.0 million from improved claims experience. Benefits, claims and settlement expenses in our Life Insurance business decreasedincreased $65.0 million due to the one-time impactsimpact of the YRT Reinsurance Transactions in 2024,2024 offsetand by $12.1$49.7 million due to growth in business and $4.0 million due tofrom unfavorable actuarialclaims assumption updates, model refinements and other updates in 2024 compared to favorable in 2023.experience.
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Full comparison: every changed paragraph (57)

Green = added, red = removed. Unchanged paragraphs, 49 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Removed

In the fourth quarter of 2024, we implemented changes to our Principal Asset Management segment to align the global operations by business function. Prior to the fourth quarter of 2024, our Principal Asset Management segment was organized into Principal Global Investors and Principal International. The Principal Asset Management segment is now organized into Investment Management and International Pension. The change has been applied retrospectively, which did not have an impact on our consolidated financial statements.

Reworded

Positive market performance and foreign currency tailwinds led to an increase in AUM in our Principal Asset Management segment in 2024,2025, which was partially offset by foreignoperations currency headwinds.disposed. Since AUM is the base by which this business generates revenues, market performance and fluctuations in foreign currency exchange rates may impact our revenues in future quarters. Also included in revenues are borrower fees, transaction fees and performance fees, which can fluctuate between years.

Reworded

The $227.0$1,321.9 million increasedecrease in net unrealized losses from U.S. investment operations for the year ended December 31, 2024,2025, can primarily be attributed to ana increasedecrease in interest rates, which was partially offset by a tighteningwidening of credit spreads. For additional information about interest rate risk see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”

Reworded

MRBs are contracts or contract features that provide protection to the policyholder from capital market risk such as equity, interest rate or foreign exchange risk and expose us to other-than-nominal capital market risk. We have certain annuity and other investment contracts that have GMWB and GMDB riders or a guarantee on theguaranteed minimum accountdeath balancebenefit under(“GMDB”) certain qualifying events.riders. These MRBs have been bifurcated from the host contract and are measured at fair value. The change in fair value is recognized in net income, with the exception of the change in fair value related to our own nonperformance risk, which is recognized in OCI. We use various derivative instruments to hedge against changes in fair value of MRBs related to market risk.

Reworded

We periodically review and update actuarial assumptions that are used to project cash flows that are used to compute reserves. For more information see ‘‘“Transactions Affecting Comparability of Results of Operations — Actuarial Assumption Updates.”

Reworded

We provide for income taxes based on our estimate of the liability for taxes due. Our tax accounting represents management’s best estimate of various events and transactions, such as completion of tax audits or establishment of, or changes to, a valuation allowance associated with certain deferred tax assets, which could affect our estimates and effective income tax rate in a particular quarter or annual period. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities reflect differences between financial and tax bases, using enacted future tax rates expected to be in effect during the years in which the basis differences reverse.rates. We are required to evaluate the recoverability of ourassess deferred tax assetsasset eachrecoverability quarterquarterly and establish a valuation allowance,allowances ifas necessary,needed. to reduce our deferred tax assets to an amount that is more-likely-than-not to be realizable. In determining the need for a valuation allowance, weWe consider many factors, including future reversals of existing taxable temporary differences, future taxableincome, income exclusive of reversing temporary differencescarrybacks, and carryforwards, taxable income in prior carryback years and implementation of any feasible and prudent tax planning strategies managementwhen would employ to realizeevaluating the taxneed benefit.for valuation allowances.

Reworded

Deferred income taxes (including federal, state and foreign withholding) have not been provided on approximately $1,276.3 million of accumulated but undistributed earnings from operations of foreign subsidiaries as of December 31, 2024.2025. We do not record deferred income taxes on foreign earnings not expected to be distributed to the U.S. We apply an exception to the general rule, which under U.S. GAAP otherwise requires the recording of deferred income taxes on the anticipated repatriation of foreign earnings as recognized for financial reporting purposes. The exception permits us to not record a deferred income tax liability on foreign earnings we expect to be indefinitely reinvested in our foreign operations. The related deferred income taxes will be recorded in the period it becomes apparent we can no longer positively assert some or all the undistributed earnings will remain invested into the foreseeable future.

Added

Principal Compañía de Seguros de Vida Chile S.A.

Added

On January 19, 2026, an agreement with Banco Santander, S.A. (“Santander”) was announced whereby Santander will acquire our annuities business in Chile, Principal Compañía de Seguros de Vida Chile S.A. (“Vida”), subject to regulatory approvals. The transaction is structured such that the Vida legal entity will be sold excluding its universal life and asset management business, which will be carved out prior to the sale. We expect the transaction to close in the third quarter of 2026. We expect to incur an estimated $280.0 million pre-tax net realized capital loss on the disposal primarily due to recognizing into income our accumulated foreign currency translation adjustment in a loss position. We do not expect a material impact to our Principal Asset Management segment pre-tax operating earnings upon completion of the sale.

Added

On January 16, 2025, we announced the signing of an agreement with BCT to expand our investment management capabilities and exit our sponsor and trustee (pension) roles in Hong Kong for MPF Schemes. BCT will be assuming the role as sponsor and trustee for the Principal MPF Schemes. The transaction is expected to close in 2026, subject to regulatory approval; however, certain transaction impacts were recognized in first quarter 2025. We impaired our distribution agreement intangible asset and contract cost asset, resulting in a $65.4 million loss reported in operating expenses on our consolidated statements of operations. Additionally, we classified our customer relationship intangible asset as held-for-sale, resulting in a $77.0 million loss reported in net realized capital gains (losses) on our consolidated statements of operations. For segment reporting, the impairments are reflected in loss from exited business and the held-for-sale write-down is reflected in net realized capital losses. As such, they had no impact on our Principal Asset Management segment pre-tax operating earnings.

Removed

On January 16, 2025, we announced the signing of an agreement with BCT to expand our investment management capabilities and exit our sponsor and trustee (pension) roles in Hong Kong for MPF Schemes. BCT will be assuming the role as sponsor and trustee for the Principal MPF Schemes. The transaction is expected to close during the first quarter of 2026, subject to regulatory approval, and will be reported within the Principal Asset Management segment. We expect to record a one-time charge of approximately $140.0 million in the first quarter of 2025 primarily attributable to the write-down of certain intangible assets and deferred contract cost assets, which will reduce pre-tax net income. For segment reporting purposes, the charge will be reported as exited business and net realized capital loss from exiting our roles as MPF Scheme sponsor and trustee. As such, it will have no impact on segment pre-tax operating earnings.

Reworded

NetThe most significant items that contributed to the decrease in net income attributable to Principal Financial Group, Inc. increasedwere primarilya $654.5 million decrease due to a $1,211.2 million after-tax favorablethe change in fair value of the funds withheld embedded derivative.derivative Thisand increasea was$119.7 million decrease due to the impact from asset write-downs related to exiting our sponsor and trustee (pension) roles in Hong Kong for MPF schemes. These decreases were partially offset by athe $170.4 million unfavorable one-time impact of the YRT Reinsurance Transactions in 2024. Net increases in segment earnings are discussed in “Results of Operations by Segment.”

Reworded

Premiums and other considerations increaseddecreased $201.9$157.8 million for the Retirement and Income Solutions segment primarily due to higherlower sales of single premium group annuities with life contingencies. ThePremiums singleand premiumother groupconsiderations annuitydecreased product,$22.8 whichmillion isfor typicallythe usedPrincipal Asset Management segment primarily due to fundlower definedsales benefitof planannuities terminations,in canour generateChile largeclosed premiums from very few customers and therefore premiums tend to vary from period to period.block. Premiums and other considerations increased $168.4$111.0 million for the Benefits and Protection segment primarily due to growth in the Specialty Benefits business.

Reworded

Fees and other revenues increased $109.6$64.8 million for the Retirement and Income Solutions segment primarily due to an increase in fee revenue stemming from an increase in average monthly account values, which largely resulted from more favorable financial markets. Fees and other revenues increased for the Principal Asset Management segment primarily due to $92.7 million higher management fee revenue as a result of increased average AUM managed by our Investment Management operations,operations. whichFees wasand partiallyother offsetrevenues byincreased $24.2$21.5 million lower performance fee revenue for ourthe InvestmentBenefits Managementand operationsProtection segment primarily due to growth in our realLife estateInsurance business.

Reworded

For net investment income and net realized capital gains (losses) variance information, see “Investments — Investment Results” under the captions “Net Investment Income” and “Net Realized Capital Gains (Losses),” respectively.

Reworded

Net realized capital gains on funds withheld assets decreased primarily due to $70.6 million lower net gains on sales of funds withheld assets as a result of lowerreduced sales in 2024 resulting from less portfolio re-positioning2025 by an external reinsurer.reinsurer partially offset by a $25.9 million change due to net unrealized gains on funds withheld assets in 2025 as compared to net unrealized losses in 2024.

Reworded

The change in fair value of the funds withheld embedded derivative resulted in a gainloss in 2024 due primarily to an increase in interest rates2025 as compared to a lossgain in 20232024 due primarily to achanges tighteningin ofinterest rates and credit spreads.

Reworded

Benefits, claims and settlement expenses increased $530.0$108.1 million for the Retirement and Income Solutions segment primarily due to an increase in reserves,interest stemmingcredited to policyholders, which resulted from higheran increase in average monthly account values. Benefits, claims and settlement expenses decreased for the Principal Asset Management segment $49.3 million due to lower interest credited to customers, $26.6 million primarily due to the closure of our Hong Kong guaranteed constituent funds in the prior year and $23.1 million due to lower new sales of single premium group annuities within lifeour contingencies.Chile closed block. Benefits, claims and settlement expenses increased $122.0 million for the Benefits and Protection segment due to growth in the Specialty Benefits business. This increase was partially offset by a $345.4 million decrease for the Benefits and Protection segment due to a favorablethe one-time impact of the YRT Reinsurance Transactions in 2024.2024 and $49.7 million due to unfavorable claims experience in our Life Insurance business.

Reworded

The liability for future policy benefits remeasurement (gain) loss change was primarily due to the unfavorable effect of changes in cash flow assumptions related to a $544.5one-time million one-timeunfavorable impact of the YRT Reinsurance Transactions in 2024 and a $131.6 million impact driven by actuarial assumption updates and model refinements.2024.

Added

The market risk benefit remeasurement (gain) loss change was primarily due to the $136.4 million unfavorable impact from the change in fair value of the MRB asset (liability), excluding impacts of nonperformance risk, primarily driven by changes in market movements. This change was offset by a $103.6 million favorable impact from periodic and final settlements for derivatives used to hedge MRBs. See Item 8. “Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 11, Market Risk Benefits” for further information on market effects.

Reworded

Operating expenses increased primarily due to a $148.4$95.3 million increase in compensation costs, an$65.4 $85.9million of impairments of our distribution agreement intangible asset and contract cost asset in Hong Kong and a $64.6 million increase in nondeferrable commission expenseexpense. andThe anincreases $81.4were partially offset by a $78.1 million increasedecrease in amounts credited to employee accounts in a nonqualified defined contribution pension plan.plan, a $41.0 million decrease resulting from a one-time expense accrual release in 2025 and a $21.1 million decrease in management fees.

Reworded

The effective income tax rate increaseddecreased to 11% for the year ended December 31, 2025 from 15% for the year ended December 31, 2024 from 9% for the year ended December 31, 2023,2024, primarily due to ana increase2% impact from a decrease in pre-tax incomeincome, witha no1% proportionateimpact changefrom inour permanentforeign valuation allowance and a 1% impact from foreign tax differences.credits. See Item 8. “Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 14, Income Taxes” under the caption, “Effective Income Tax Rate” for further discussion.

Reworded

The following table presents the Retirement and Income Solutions segment net revenue and average monthly account values for the years indicated:

Reworded

Pre-tax operating earnings slightly increased due to an increase in net revenue, which was slightly offset by an increase in operating expenses as described below.

Reworded

Net revenue increased primarily due to aan $115.4$82.7 million increase indue feeto revenue stemming from an increasegrowth in averagethe monthly account values, which largely resulted from more favorable financial markets, andbusiness, a $62.1 million increase in variable investment income. These increases were partially offset by a $70.1$28.7 million impact associated with actuarial assumption updates and model refinements, which waswere favorable in 2025 compared to unfavorable in 20242024, comparedand toa favorable$12.9 million increase in 2023.variable investment income.

Added

Operating expenses increased primarily due to a $37.1 million increase in staff-related costs, partially offset by a $19.4 million impact from a one-time expense accrual release in 2025.

Removed

Operating expenses increased $91.6 million primarily resulting from growth and investments in the business.

Reworded

The following table presents the AUM rollforward for assets managed by the Principal Asset Management segment for the periods indicated.

Removed

(2)2024 includes the divestment of Origin Asset Management.

Reworded

Pre-tax operating earnings increased in our Investment Management operations primarily due to $92.7$58.3 million higher management fee revenue as a result of increased average AUM. This was partially offset by $24.2an $11.4 million lower performance fee revenue primarilyincrease in ournon-variable realstaff estatecosts business,and a $17.0$6.2 million increase in variable compensation expense, a $10.9 million increase in variable AUM expenses and a $5.8 million increase in non-variable staff costs.expense. Pre-tax operating earnings increased in our International Pension operations primarily due to $33.2 million of increased earnings from our equity method investments in Brazil primarily as a result of our actuarial assumption review and other updates and $7.4$29.6 million of favorable relative market performance on our required regulatory investments.investments and $19.4 million increased variable investment income. These improvements were partially offset by $25.7$7.5 million of foreign currency headwinds.

Reworded

Pre-tax operating earnings in our Specialty Benefits business increased $28.2$40.0 million from improved claims experience, $16.2 million due to growthfavorable actuarial assumption updates in the2025 business,compared partiallyto offsetunfavorable byin $10.92024 and $13.0 million due to unfavorablehigher actuarialyields assumptionson andinvested model refinements in 2024 compared to favorable in 2023.assets. Pre-tax operating earnings in our Life Insurance business decreased $68.4$18.6 million due to more unfavorable actuarial assumption updates, model refinements and other updates in 20242025 compared to 20232024, andpartially $11.0offset by $3.5 million due to anlower increasenet commissions and $3.2 million due to a one-time expense accrual release in the policyholder dividend obligation.2025.

Removed

Premiums and fees increased due to growth in the Specialty Benefits business.

Reworded

NetPremiums investmentand incomefees in our Specialty Benefits business increased $13.4$105.5 million due to growth in investedthe assetsbusiness. Premiums and $3.8 million due to higher yields on invested assets. Net investment incomefees in our Life Insurance business increased $10.4$17.8 million due to highergrowth yieldsin onthe investedbusiness assets.and $11.4 million due to the one-time impact of the YRT Reinsurance Transactions in 2024.

Added

Net investment income in our Specialty Benefits business increased $13.0 million due to higher yields on invested assets and $3.5 million due to growth in invested assets. Net investment income in our Life Insurance business increased $21.4 million from growth in invested assets.

Reworded

Benefits, claims and settlement expenses in our Specialty Benefits business increased $122.0$63.5 million due to growth in the business,business offsetand by $8.7$16.1 million due to more favorableunfavorable actuarial assumption updates and model refinements in 20242025 compared to 2023.favorable in 2024, offset by $40.0 million from improved claims experience. Benefits, claims and settlement expenses in our Life Insurance business decreasedincreased $65.0 million due to the one-time impactsimpact of the YRT Reinsurance Transactions in 2024,2024 offsetand by $12.1$49.7 million due to growth in business and $4.0 million due tofrom unfavorable actuarialclaims assumption updates, model refinements and other updates in 2024 compared to favorable in 2023.experience.

Removed

Dividends to policyholders in our Life Insurance business increased primarily due to an increase in the policyholder dividend obligation.

Reworded

Liability for future policy benefits remeasurement (gain) loss in our Specialty Benefits business increasedchanged $18.5$31.7 million due to unfavorablefavorable actuarial assumption updates and model refinements in 20242025 compared to favorableunfavorable in 2023.2024. Liability for future policy benefits remeasurement loss in our Life Insurance business increaseddecreased $55.9$44.8 million due to the one-time impact of the YRT Reinsurance Transactions in 2024 and $26.5 million due to changes in underlying claims experience, partially offset by $22.4 million due to more unfavorable actuarial assumption updates, model refinements and other updates in 20242025 compared to 2023 and $44.8 million due to the one-time impacts of the YRT Reinsurance Transactions in 2024.

Reworded

Operating expenses in our Specialty Benefits business increased $62.4$33.1 million due to growth in the business.business and $28.1 million due to higher net commissions, partially offset by a $7.1 million decrease due to a one-time expense accrual release in 2025. Operating expenses in our Life Insurance business increaseddecreased $11.7$3.5 million due to higherlower net commissions and $6.8$3.2 million due to growtha one-time expense accrual release in the business.2025.

Added

Pre-tax operating losses increased primarily due to an $18.6 million increase in compensation costs, partially offset by $8.4 million higher net investment income largely resulting from mark-to-market gains on investments and a $7.8 million increase in interest income related to tax settlements.

Removed

Pre-tax operating losses decreased primarily due to stranded costs associated with exited business in 2023 with no corresponding activity in 2024.

Reworded

Liquidity and capital resources represent the overall strength of a company and its ability to generate strong cash flows, borrow funds at a competitive rate and raise new capital to meet operating and growth needs. We are monitoring our liquidity closely and feel confident in our ability to meet all long-term obligations to customers, policyholders and debt holders. Our sources of strength include our laddered long-term debt maturities with the next maturity occurring in MayNovember 2025,2026, access to revolving credit facility and contingent funding arrangements, a strong risk-based capital position and our available cash and liquid assets. Our legal entity structure has an impact on our ability to meet cash flow needs as an organization. Following is a simplified organizational structure.

Reworded

Net cash provided by operating activities was $4,602.9$4,536.7 million and $3,792.4$4,602.9 million for the years ended December 31, 20242025 and 2023,2024, respectively. Our insurance business typically generates positive cash flows from operating activities, as premiums collected from our insurance products and investment income received exceed acquisition costs, benefits paid, redemptions and operating expenses. These positive cash flows are then invested to support the obligations of our insurance and investment products and required capital supporting these products. Our cash flows from operating activities are affected by the timing of premiums, fees and investment income received and benefits and expenses paid. The increasedecrease in cash provided by operating activities in 20242025 compared to 20232024 was primarily due to fluctuations in receivables and payables associated with the timing of settlements, and due to a one-time impact of the YRT Reinsurance Transactions in 2024.

Reworded

Net cash used in investing activities was $5,399.0$4,135.8 million and $1,346.9$5,399.0 million for the years ended December 31, 20242025 and 2023,2024, respectively. The increasedecrease in cash used in investing activities was primarily due to higherlower net purchases of available-for-sale securities in 20242025 as compared to 2023.2024.

Added

Net cash used in financing activities was $181.8 million for the year ended December 31, 2025, compared to net cash provided by financing activities of $300.3 million for the year ended December 31, 2024. The increase in cash used in financing activities was primarily due to a $400.0 million repayment of long-term debt that matured during 2025.

Removed

Net cash provided by financing activities was $300.3 million for the year ended December 31, 2024, compared to net cash used in financing activities of $2,585.8 million for the year ended December 31, 2023. The increase in cash provided by financing activities was due to net investment contract deposits in 2024 as compared to net investment contract withdrawals in 2023 and an increase in banking operation deposits in 2024 as compared to a decrease in 2023. These were partially offset by higher acquisitions of treasury stock in 2024 as compared to 2023.

Reworded

In February 2024, our Board authorized a share repurchase program of up to $1.5 billion of our outstanding common stock, which haswas nocompleted expirationin date.December 2025. 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. See Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” for information about our share repurchase authorizations. For additional stockholders’ equity information, see Item 8. “Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 17, Stockholders’ Equity.”

Added

As of December 31, 2025, 46% of our net assets (liabilities) were Level 1, 51% were Level 2 and 3% were Level 3. Excluding separate account assets as of December 31, 2025, 3% of our net assets (liabilities) were Level 1, 89% were Level 2 and 8% were Level 3.

Removed

As of December 31, 2023, 46% of our net assets (liabilities) were Level 1, 51% were Level 2 and 3% were Level 3. Excluding separate account assets as of December 31, 2023, 3% of our net assets (liabilities) were Level 1, 88% were Level 2 and 9% were Level 3.

Reworded

Net assets (liabilities) measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2024,2025, were $8,046.3$7,042.6 million as compared to $7,447.8$8,046.3 million as of December 31, 2023.2024. The increasedecrease was primarily related to anissuances increaseof investment and universal life contracts, a decrease in the funds withheld payable embedded derivative net asset.asset and settlements of mortgage loans.

Reworded

Net investment income increased primarily due to higher yields and average invested assets and yields in fixed maturities, commercial mortgagesmaturities and cashmortgage inloans for our U.S. operations and higher income on derivatives associated with fair value hedges.operations. These increases were partially offset by foreignlower currencyincome headwindsassociated impactingwith derivatives in fair value hedges for our LatinU.S. Americanoperations business.and decreases in federal fund rates tied to our short-term investments.

Reworded

Net realized capital lossesgains decreasedincreased primarily due to reducedgains non-creditversus losses on available-for-saleGMWB/RILA fixedactivities, maturities, increased gains on currency derivatives and reduced losses on non-hedged interest rate derivatives due to changes in interest rates. These decreases were partially offset increaseddecreased losses on commercial mortgage loans reserve changes, increased losses on GMWB/RILA activitieschanges and reducedincreased gains on equity securities and sponsored investment funds due to equity market movement. These increases were partially offset by increased losses on non-hedged interest rate derivatives due to changes in rates and reduced gains on currency derivatives.

Removed

Fixed maturities include bonds, ABS, redeemable preferred stock and certain non-redeemable preferred securities.

Reworded

Fixed maturities include bonds, ABS, redeemable preferred stock and certain non-redeemable preferred securities that were diversified by category of issuer, as shown in the following table for the years indicated.

Reworded

Of the $4,246.2$3,281.5 million in gross unrealized losses as of December 31, 2024,2025, $5.3$7.0 million in losses were attributed to securities scheduled to mature in one year or less, $222.4$173.4 million attributed to securities scheduled to mature between one to five years, $572.5$298.8 million attributed to securities scheduled to mature between five to ten years, $2,384.7$2,104.9 million attributed to securities scheduled to mature after ten years and $1,061.3$697.4 million related to mortgage-backed and other ABS that are not classified by maturity year. As of December 31, 2024,2025, we were in a $3,769.9$2,448.0 million net unrealized loss position as compared to a $3,542.9$3,769.9 million net unrealized loss position as of December 31, 2023.2024. The $227.0$1,321.9 million increasedecrease in net unrealized losses for the year ended December 31, 2024,2025, can be attributed to ana increasedecrease in interest ratesrates, which was partially offset by tighteninga widening of credit spreads.

Reworded

The typical borrower in our commercial mortgage loan portfolio is a single purpose entity or single asset entity. As of December 31, 20242025 and December 31, 2023,2024, the total number of commercial mortgage loans outstanding were 620602 and 596,620, of which 35%32% and 38%35% were for loans with principal balances less than $10.0 million as of December 31, 20242025 and December 31, 2023,2024, respectively. The average loan size of our commercial mortgage portfolio was $23.2 million as of both December 31, 2025 and $22.9December million31, as2024. As of December 31, 20242025, andapproximately December$12.1 31,billion, 2023,or respectively.86%, of our U.S. investment operations commercial mortgage loans before valuation allowance had balloon payment maturities.

Reworded

We had five delinquent problem commercial mortgage loans with a carrying amount of $123.7 million for which we had a valuation allowance of $62.1 million as of December 31, 2025. We also had one potential problem commercial mortgage loan with a carrying amount of $140.1 million for which we had a valuation allowance of $25.1 million as of December 31, 2025. We did not have any restructured problem commercial mortgage loans as of December 31, 2025. We had three delinquent problem commercial mortgage loans with a carrying amount of $20.6 million for which we had a valuation allowance of $18.9 million as of December 31, 2024. We also had two potential problem commercial mortgage loans with a carrying amount of $140.5 million for which we had a valuation allowance of $33.0 million and one restructured problem commercial mortgage loan with a carrying amount of $34.1 million for which we had a valuation allowance of $34.1 million as of December 31, 2024. We had one delinquent problem commercial mortgage loan with a carrying amount of $7.9 million for which we had a valuation allowance of $7.9 million as of December 31, 2023. We also had two potential problem commercial mortgage loans with a carrying amount of $95.4 million for which we had a valuation allowance of $11.9 million and two restructured problem commercial mortgage loans with a carrying amount of $92.7 million for which we had a valuation allowance of $34.1 million as of December 31, 2023.

Reworded

Equity real estate is distributed across geographic regions of the country. As of December 31, 2024,2025, our largest equity real estate portfolio concentration was in the Pacific (47%45%) region of the United States. By property type, our largest concentrations were in IndustrialOffice (33%35%) and OfficeApartments (32%28%) as of December 31, 2024.2025.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-29 (period ending 2026-06-30) with 10-Q filed 2026-04-29 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

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.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Net Income Attributable to Principal Financial Group, Inc.”

New heading “Operating Revenues”

New heading “Pre-Tax Operating Losses”

New heading “Three Months Ended June 30, 2026 Compared To Three Months Ended June 30, 2025”

Removed heading “Pre-Tax Operating Earnings”

Removed heading “Pre-Tax Operating Earnings”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: write-down, interest rate
“Net realized capital losses increased primarily due to losses versus gains on GMWB/RILA activities and increased credit losses from available-for-sale fixed maturities. These increases were partially offset by a held-for-sale write-down of an intangible asset in 2025, increased gains on currency derivatives, reduced losses from noncredit available-for-sale fixed maturities and reduced losses on non-hedged interest rate derivatives due to changes in rates.”
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New text topics: write-down, interest rate
“Net realized capital losses decreased primarily due to a held for sale write-down of an intangible asset in 2025, gains versus losses on non-hedged interest rate derivatives due to changes in rates and gains versus losses on currency derivatives. These decreases were partially offset by losses vs gains on GMWB/RILA activities and increased credit losses from available-for-sale fixed maturities.”
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“Three Months Ended June 30, 2026 Compared To Three Months Ended June 30, 2025”
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“Net Income Attributable to Principal Financial Group, Inc.”
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“Pre-Tax Operating Earnings”
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“Pre-Tax Operating Earnings”
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Full comparison: every changed paragraph (112)

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Reworded

The following analysis discusses our financial condition as of MarchJune 31,30, 2026, compared with December 31, 2025, and our consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025, prepared in conformity with U.S. GAAP. The discussion and analysis includes, where appropriate, factors that may affect our future financial performance. The discussion should be read in conjunction with our Form 10-K, for the year ended December 31, 2025, filed with the SEC and the unaudited condensed consolidated financial statements and the related notes to the financial statements and the other financial information included elsewhere in this Form 10-Q.

Reworded

Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties including, but not limited to, the following: (1) adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs, as well as our access to capital and cost of capital; (2) conditions in the global capital markets, including the equity, bond or real estate markets and the economy generally may materially and adversely affect our business and results of operations; (3) changes in interest rates or credit spreads or a prolonged low interest rate environment may adversely affect our results of operations, financial condition and liquidity and our net income can vary from period to period; (4) our investment portfolio’s risks may reduce asset values, credited returns and overall financial performance; (5) our valuation of investments and the determinations of the amount of allowances and impairments taken on our investments may include methodologies, estimations and assumptions that are subject to differing interpretations and, if changed, could materially adversely affect our results of operations or financial condition; (6) any impairments of, or valuation allowances against, our deferred tax assets could adversely affect our results of operations and financial condition; (7) we may face losses on our insurance and annuity products if our actual experience differs significantly from our pricing and reserving assumptions; (8) the pattern of amortizing our DAC asset and other actuarial balances may change, impacting both the level of our DAC asset and other actuarial balances and the timing of our net income; (9) changes in laws or regulations may reduce our profitability or impact how we do business; (10) our ability to pay stockholder dividends, make share repurchases and meet our obligations may be constrained by the limitations on dividends or other distributions Iowa insurance laws impose on Principal Life; (11) changes in accounting standards may adversely affect our reported results of operations and financial condition; (12) litigation and regulatory investigations may affect our financial strength or reduce our profitability; (13) damage to our reputation may adversely affect our revenues and profitability; (14) we may not be able to protect our intellectual property and may be subject to infringement claims; (15) from time to time, we may become subject to tax audits, tax litigation or similar proceedings, and as a result we may owe additional taxes, interest and penalties in amounts that may be material; (16) applicable laws and our certificate of incorporation and by-laws may discourage takeovers and business combinations that some stockholders might consider in their best interests; (17) our risk management framework may not identify or mitigate all risks, potentially leading to unexpected losses; (18) competition, including from companies that may have greater financial resources, broader arrays of products, higher ratings and stronger financial performance, may impair our ability to retain existing customers, attract new customers and maintain our profitability; (19) a downgrade in our financial strength or credit ratings may increase policy surrenders and withdrawals, reduce new sales, terminate relationships with distributors, impact existing liabilities and increase our cost of capital, any of which could adversely affect our profitability and financial condition; (20) client terminations or withdrawals or changes in investor preferences may lead to a reduction in revenues for our asset management and accumulation businesses; (21) guarantees within certain of our products that protect policyholders may decrease our net income or increase the volatility of our results of operations or financial position under U.S. GAAP if our hedging or risk management strategies prove ineffective or insufficient; (22) our international businesses face political, legal, operational and other risks that could reduce our profitability in those businesses; (23) we face risks arising from fraudulent activities; (24) we face risks arising from vendor failures or data breaches; (25) we face risks arising from our participation in joint ventures; (26) we may need to fund deficiencies in our Closed Block assets; (27) our reinsurers could default on their obligations or increase their rates, which could adversely impact our net income and financial condition; (28) we face risks arising from future acquisitions of businesses; (29) we face risks in administering coinsurance with funds withheld reinsurance agreements; (30) if we are unable to attract, develop and retain qualified employees and sales representatives and develop new distribution sources, our results of operations, financial condition, strategic growth commitments and sales of our products may be adversely impacted; (31) interruptions in information technology, infrastructure or other internal or external systems used for our business operations, or a failure to maintain the confidentiality, integrity or availability of data residing on such systems, could disrupt our business, damage our reputation and adversely impact our profitability; (32) our financial results may be adversely impacted by global climate changes and (33) catastrophic events could adversely affect our operations, net income or financial condition.

Added

Recent Event

Added

Beam Benefits

Added

On July 6, 2026, we signed an agreement to acquire Beam Benefits ("Beam"), an employee benefits company serving over 25,000 small businesses. Beam offers dental, vision and ancillary benefits supported by a cloud-native technology stack with artificial intelligence at its core, generating approximately $175.0 million in premiums in 2025. The transaction is expected to close later in 2026, subject to regulatory approval. Results of Beam operations will be reported within our Benefits and Protection operating segment.

Reworded

On January 16, 2025, we announced the signing of an agreement with BCT to expand our investment management capabilities and exit our sponsor and trustee (pension) roles in Hong Kong for MPF Schemes. BCT will be assuming the role as sponsor and trustee for the Principal MPF Schemes. The transaction is expected to closeclosed in 2026,the subjectthird toquarter regulatoryof approval2026; however, certain transaction impacts were recognized in first quarter 2025. We impaired our distribution agreement intangible asset and contract cost asset, resulting in a $65.4 million loss reported in operating expenses on our consolidated statements of operations. Additionally, we classified our customer relationship intangible asset as held-for-sale,held for sale, resulting in a $77.0 million loss reported in net realized capital gains (losses) on our consolidated statements of operations. For segment reporting, the impairments are reflected in loss from exited business and the held-for-saleheld for sale write-down is reflected in net realized capital losses. As such, they had no impact on our Principal Asset Management segment pre-tax operating earnings.

Reworded

Foreign currency exchange rate fluctuations create variances in our financial statement line items. The most significant impact occurs within our Principal Asset Management segment where pre-tax operating earnings were positively impacted $8.0$7.9 million and $15.9 million for the three and six months ended MarchJune 31,30, 2026, respectively, as a result of fluctuations in foreign currency to U.S. dollar exchange rates. This impact was calculated by comparing (a) the difference between current year results and prior year results to (b) the difference between current year results and prior year results translated using current year exchange rates for both periods. We use this approach to calculate the impact of exchange rates on all revenue and expense line items. For a discussion of our approaches to managing foreign currency exchange rate risk, see Item 3. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk.”

Added

Net income attributable to Principal Financial Group, Inc. decreased slightly due to a $105.5 million increase in after-tax losses from exited business, primarily related to the change in fair value of the funds withheld embedded derivative, that was offset by a $57.7 million increase in segment earnings and a $45.0 million increase related to after-tax net realized capital gains. Segment earnings are discussed in "Results of Operations by Segment" and net realized capital gains (losses) are discussed in “Investments - Investment Results.”

Removed

Net income attributable to Principal Financial Group, Inc. increased primarily due to the change in fair value of the funds withheld embedded derivative.

Reworded

Premiums and other considerations decreasedincreased $638.4$40.7 million for the Retirement and Income Solutions segment primarily due to lowerhigher sales of single premium group annuities with life contingencies. Premiums and other considerations increased $37.1$27.7 million for the Benefits and Protection segment primarily due to growth in theour Specialty Benefits business.

Reworded

Fees and other revenues increased $17.9 million for the Corporate segment primarily due to commission income related to the affiliated distribution realignment in 2026. Fees and other revenues increased $14.8 million for the Principal Asset Management segment primarily due to foreign currency tailwinds. Fees and other revenues increased $9.7$37.5 million for the Retirement and Income Solutions segment primarily due to an increase in fee revenue stemming from an increase in average monthly account values, which largely resulted from more favorable financial markets. Fees and other revenues increased $24.1 million for the Corporate segment primarily due to an increase in commission income related to the affiliated distribution realignment in 2026.

Reworded

Net realized capital gains (losses) on funds withheld assets decreasedchanged primarily due to an increase in net unrealized losses on funds withheld assets in 2026 as compared to net unrealized gains in 2025.

Added

The change in fair value of the funds withheld embedded derivative resulted in a loss in 2026 compared to a gain in 2025 due to changes in interest rates and credit spreads.

Added

Benefits, claims and settlement expenses increased $99.7 million in the Retirement and Income Solutions segment primarily due to an increase in reserves, largely stemming from higher sales of single premium group annuities with life contingencies, and increased $62.7 million in our International Pension operations due to higher inflation-based interest crediting rates to customers.

Added

The market risk benefit remeasurement (gain) loss change was primarily due to the $23.6 million favorable impact from the change in fair value of the MRB asset (liability), excluding impacts of nonperformance risk, primarily driven by changes in market movements and a $5.1 million favorable impact from periodic and final settlements for derivatives used to hedge MRBs. See Item 1. “Financial Statements, Notes to Unaudited Condensed Consolidated Financial Statements, Note 9, Market Risk Benefits” for further information on market effects.

Added

Operating expenses increased primarily due to a $41.0 million one-time expense accrual release in 2025 with no corresponding release in 2026, a $23.2 million increase in amounts credited to employee accounts in a nonqualified defined contribution pension plan, an $18.1 million increase in nondeferrable commission expense and a $13.4 million reduction in accrued interest on federal income tax refunds.

Added

Income Taxes

Added

The effective income tax rate decreased to 13% for the three months ended June 30, 2026, from 14% for the three months ended June 30, 2025, primarily due to a 1% impact from foreign currency inflation and a 1% impact from interest exclusion from taxable income. These increases were partially offset by a 1% impact from releasing unrecognized tax benefits in the prior year period.

Added

Net Income Attributable to Principal Financial Group, Inc.

Added

Net income attributable to Principal Financial Group, Inc. increased $207.3 million due to the change in fair value of the funds withheld embedded derivative and $119.7 million due to the impact from asset write-downs related to exiting our sponsor and trustee (pension) roles in Hong Kong for MPF Schemes in 2025.

Added

Total Revenues

Added

Premiums and other considerations decreased primarily due to lower sales of single premium group annuities with life contingencies in the Retirement and Income Solutions segment.

Added

Fees and other revenues increased $47.2 million for the Retirement and Income Solutions segment primarily due to an increase in fee revenue stemming from an increase in average monthly account values, which largely resulted from more favorable financial markets. Fees and other revenues increased $42.0 million for the Corporate segment primarily due to commission income related to the affiliated distribution realignment in 2026.

Added

For net investment income and net realized capital gains (losses) variance information, see “Investments — Investment Results” under the captions “Net Investment Income” and “Net Realized Capital Gains (Losses),” respectively.

Added

Net realized capital gains on funds withheld assets decreased primarily due to a net unrealized loss on funds withheld assets in 2026 compared to a net unrealized gain on funds withheld assets in 2025.

Removed

Total Expenses

Reworded

Benefits, claims and settlement expenses decreased $575.4 million for the Retirement and Income Solutions segment primarily due to a decrease in reserves,reserves in the Retirement and Income Solutions segment, largely stemming from lower sales of single premium group annuities with life contingencies.

Added

The market risk benefit remeasurement (gain) loss change was primarily due to the $34.0 million favorable impact from the change in fair value of the MRB asset (liability), excluding impacts of nonperformance risk, primarily driven by changes in market movements. This change was offset by an $11.0 million unfavorable impact from periodic and final settlements for derivatives used to hedge MRBs. See Item 1. “Financial Statements, Notes to Unaudited Condensed Consolidated Financial Statements, Note 9, Market Risk Benefits” for further information on market effects.

Removed

The liability for future policy benefits remeasurement (gain) loss change was primarily due to improvements in underlying claims experience in the Benefits and Protection segment.

Reworded

Dividends to policyholders increased in Benefits and Protection segment primarily due to a higherchange in the policyholder dividend obligation in the closed block from improved claims experience.obligation.

Added

Operating expenses increased primarily due to a $41.0 million one-time expense accrual release in 2025 with no corresponding release in 2026, a $36.1 million increase in amounts credited to employee accounts in a nonqualified defined contribution pension plan and a $30.7 million increase in nondeferrable commission expense.

Reworded

The effective income tax rate ofincreased to 14% for the threesix months ended MarchJune 31,30, 2026 changed2026, from (118)%7% for the threesix months ended MarchJune 31,30, 2025, primarily due to a 6% impact from an increase in pre-tax income with no proportionate changeincrease in permanent tax differences.differences and a 4% impact from releasing unrecognized tax benefits in the prior year period. These increases were partially offset by a 1% impact from interest exclusion from taxable income and a 2% impact from all other permanent tax adjustments in aggregate.

Reworded

Net revenue and average monthly account values are key metrics used to understand Retirement and Income Solutions earnings growth. Net revenue, which is used only at the segment level, is defined as operating revenues less benefits, claims and settlement expenses; liability for future policy benefits remeasurement (gain) loss; market risk benefit remeasurement (gain) loss and dividends to policyholders. Net revenue is impacted by: (1) changes in the equity markets and interest rates and (2) the difference between investment income earned on the underlying general account assets and the interest rate credited to the contracts. Average monthly account values include the net balances that customers have accumulated within their account, along with future policy benefits for retirement payout products. Average monthly account values are primarily impacted by net customer cash flows and creditperformance marketof performance.financial markets.

Added

Pre-tax operating earnings increased due to an increase in our net revenue, which was slightly offset by an increase in operating expenses as described below.

Added

Net Revenue

Added

Net revenue increased primarily due to a $36.7 million increase in fee revenue primarily due to an increase in average monthly account values, which largely resulted from more favorable financial markets, and a $27.6 million increase in variable investment income.

Reworded

Pre-Tax Operating EarningsExpenses

Added

Operating expenses increased primarily due to a $19.4 million impact from a one-time expense accrual release in 2025 with no corresponding activity in 2026, a $3.1 million impact from growth in the business and a $3.1 million increase in plan administration expenses.

Reworded

Net revenue increased primarily due to a $14.0 million increase resulting from growth in the business, a $9.3$46.0 million increase in fee revenue primarily due to an increase in average monthly account values, which largely resulted from more favorable financial marketsmarkets, and ana $8.0$35.6 million increase in variable investment income.

Added

Operating expenses increased primarily due to a $19.4 million impact from a one-time expense accrual release in 2025 with no corresponding activity in 2026, a $9.1 million increase in plan administration expenses and an $8.2 million impact from growth in the business.

Removed

Operating expenses increased primarily due to a refinement of an accrual estimate related to plan administration expenses favorably impacting the first quarter of 2025 with no corresponding activity in the first quarter of 2026.

Added

Pre-tax operating earnings increased in our International Pension operations primarily due to $15.4 million of favorable relative market performance on our required regulatory investments and $7.1 million of foreign currency tailwinds.

Removed

Pre-Tax Operating Earnings

Reworded

Pre-tax operating earnings increased in our Investment Management operations primarily due to $9.5$18.2 million higher management fee revenue as a result of increased average AUM.AUM net of associated fee compression. This improvement was partially offset due to $6.2 million lower performance fee revenue. Pre-tax operating earnings increased in our International Pension operations due to $12.8$16.4 million higher earnings from our equity method investments in Brazil and $6.8$14.0 million of foreign currency tailwinds. These improvements were partially offset by $8.8 million of unfavorable relative market performance on our required regulatory investments.

Added

Pre-tax operating earnings increased primarily from favorable claims experience.

Removed

Pre-Tax Operating Earnings

Removed

Pre-tax operating earnings in our Specialty Benefits business increased $23.3 million from improved claims experience and $3.1 million due to higher yields on invested assets. Pre-tax operating earnings in our Life Insurance business increased $12.6 million due to improved claims experience in our liability for future policy benefits remeasurement gain and $3.5 million due to growth in premium and fees.

Removed

Premiums and fees increased due to growth in our business.

Removed

Net investment income in our Specialty Benefits business increased $3.1 million due to higher yields on invested assets. Net investment income in our Life Insurance business increased $1.8 million from growth in invested assets and $1.6 million from mark-to-market changes on options associated with our indexed universal life insurance.

Removed

Total Expenses

Removed

Benefits, claims and settlement expenses in our Specialty Benefits business decreased $23.3 million due to improved claims experience offset by $18.1 million due to growth in the business.

Removed

Liability for future policy benefits remeasurement gain was driven by improvements in underlying claims experience, resulting in a $12.6 million increased gain in our Life Insurance business partially offset by a $2.4 million increased loss in our Specialty Benefits business.

Removed

Dividends to policyholders in our Life Insurance business increased primarily due to a higher policyholder dividend obligation in the closed block from improved claims experience.

Reworded

OperatingPremiums expensesand decreasedfees primarilyin our Specialty Benefits business increased $33.1 million due to lowergrowth netin commissionthe expensebusiness. Premium and fees decreased $13.9 million in our Life Insurance business largelyprimarily due to lower commission income resulting from the affiliated distribution realignment in 2026.

Added

Net investment income in our Specialty Benefits business increased $2.8 million due to higher yields on invested assets and $0.8 million from growth in invested assets. Net investment income in our Life Insurance business increased $4.8 million primarily due to mark-to-market changes on options associated with our indexed universal life insurance.

Added

Benefits, claims and settlement expenses in our Specialty Benefits business decreased $21.3 million due to improved claims experience offset by $19.8 million due to growth in the business. Benefits, claims and settlement expenses in our Life Insurance business decreased $16.3 million due to improved claims experience offset by $5.2 million from changes in reserves and interest credited associated with our indexed universal life business.

Added

The liability for future policy benefits remeasurement change was driven by underlying claims experience, resulting in a $3.6 million loss in 2026 compared to a $4.8 million gain in 2025 in our Life Insurance business. This was partially offset by a $2.4 million improvement in underlying claims experience in our Specialty Benefits business, resulting in a remeasurement gain in 2026 compared to remeasurement loss in 2025.

Added

Pre-tax operating earnings increased primarily from favorable claims experience.

Added

Operating Revenues

Added

Premium and fees in our Specialty Benefits business increased $63.0 million due to growth in the business. Premium and fees in our Life Insurance business decreased $22.0 million due to lower commission income largely resulting from the affiliated distribution realignment in 2026 offset by $11.6 million due to growth in business.

Showing the first 60 of 112 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

PFG insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 4 filings (2 insiders, 6 trade dates, 28,317 shares, about $2.9M). Net open-market shares: -28,317 (purchases minus sales); net value about -$2.9M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-25Auerbach Jonathan
Director
Grant/award 161— —23,112 SEC
2026-09-25Beams Mary E.
Director
Grant/award 105— —17,066 SEC
2026-09-25Muruzabal Claudio
Director
Grant/award 97— —13,699 SEC
2026-09-25Nordin Diane C
Director
Grant/award 211— —31,548 SEC
2026-09-25Pickerell Blair
Director
Grant/award 273— —40,100 SEC
2026-09-25Richer Clare Stack
Director
Grant/award 138— —21,550 SEC
2026-09-25Mitchell H Elizabeth
Director
Grant/award 78— —13,278 SEC
2026-09-25Carter Miller Jocelyn
Director
Grant/award 648— —91,979 SEC
2026-09-25Rivera Alfredo
Director
Grant/award 113— —16,624 SEC
2026-09-25Brown Timothy W.
EVP, General Counsel and Sec
Grant/award 163— —22,442 SEC
2026-09-25Agrawal Vivek
EVP & Chief Growth Officer
Grant/award 226— —46,762 SEC
2026-09-25Cheong Wee Yee
President - Asia & Middle East
Grant/award 354— —67,173 SEC
2026-09-25Littlefield Christopher J
President - RIS
Grant/award 538— —77,279 SEC
2026-09-25Mccullum Kenneth A.
EVP - Chief Risk Officer
Grant/award 71— —41,141 SEC
2026-09-25Pitz Joel
EVP & CFO
Grant/award 226— —44,224 SEC
2026-09-25Pitz Joel
EVP & CFO
Grant/award 2— —2,930 SEC
2026-09-25Bhatia Kamal
President and CEO - PAM
Grant/award 415— —65,869 SEC
2026-09-25Kay Kathleen B
EVP-Chief Information Officer
Grant/award 383— —44,683 SEC
2026-09-25Friedrich Amy Christine
President - Benefits & Protect
Grant/award 577— —109,440 SEC
2026-09-25Mills Scott
Director
Grant/award 246— —36,386 SEC
2026-09-25Hochschild Roger C
Director
Grant/award 285— —41,762 SEC
2026-09-25Strable-Soethout Deanna D
Chair, President and CEO
Grant/award 593— —174,460 SEC
2026-09-25Strable-Soethout Deanna D
Chair, President and CEO
Grant/award 42— —53,584 SEC
2026-09-03Strable-Soethout Deanna D
Chair, President and CEO
Disposition to issuer
10b5-1 plan
55,140$120.60 $6.6M173,867 SEC
2026-09-03Strable-Soethout Deanna D
Chair, President and CEO
Grant/award
10b5-1 plan
18,380$63.98 $1.2M210,627 SEC
2026-09-03Strable-Soethout Deanna D
Chair, President and CEO
Grant/award
10b5-1 plan
18,380$63.98 $1.2M192,247 SEC
2026-09-03Strable-Soethout Deanna D
Chair, President and CEO
Grant/award
10b5-1 plan
18,380$63.98 $1.2M229,007 SEC
2026-08-07Friedrich Amy Christine
President - Benefits & Protect
Grant/award
10b5-1 plan
35,680$63.98 $2.3M144,543 SEC
2026-08-07Friedrich Amy Christine
President - Benefits & Protect
Disposition to issuer
10b5-1 plan
35,680$113.80 $4.1M108,863 SEC
2026-06-26Mitchell H Elizabeth
Director
Grant/award 80— —13,200 SEC
2026-06-26Rivera Alfredo
Director
Grant/award 117— —16,511 SEC
2026-06-26Richer Clare Stack
Director
Grant/award 142— —21,412 SEC
2026-06-26Pickerell Blair
Director
Grant/award 281— —39,827 SEC
2026-06-26Nordin Diane C
Director
Grant/award 217— —31,337 SEC
2026-06-26Muruzabal Claudio
Director
Grant/award 100— —13,602 SEC
2026-06-26Mills Scott
Director
Grant/award 253— —36,140 SEC
2026-06-26Hochschild Roger C
Director
Grant/award 294— —41,477 SEC
2026-06-26Carter Miller Jocelyn
Director
Grant/award 669— —91,331 SEC
2026-06-26Beams Mary E.
Director
Grant/award 109— —16,961 SEC
2026-06-26Auerbach Jonathan
Director
Grant/award 166— —22,952 SEC
2026-06-26Pitz Joel
EVP & CFO
Grant/award 234— —43,998 SEC
2026-06-26Pitz Joel
EVP & CFO
Grant/award 2— —2,928 SEC
2026-06-26Bhatia Kamal
President and CEO - PAM
Grant/award 430— —65,454 SEC
2026-06-26Littlefield Christopher J
President - RIS
Grant/award 559— —76,741 SEC
2026-06-26Kay Kathleen B
EVP-Chief Information Officer
Grant/award 398— —44,300 SEC
2026-06-26Friedrich Amy Christine
President - Benefits & Protect
Grant/award 599— —108,863 SEC
2026-06-26Cheong Wee Yee
President - Asia & Middle East
Grant/award 368— —66,819 SEC
2026-06-26Agrawal Vivek
EVP & Chief Growth Officer
Grant/award 234— —46,536 SEC
2026-06-26Strable-Soethout Deanna D
Chair, President and CEO
Grant/award 44— —53,542 SEC
2026-06-26Strable-Soethout Deanna D
Chair, President and CEO
Grant/award 612— —173,867 SEC
2026-06-26Mccullum Kenneth A.
EVP - Chief Risk Officer
Grant/award 73— —41,070 SEC
2026-06-12Strable-Soethout Deanna D
Chair, President and CEO
Disposition to issuer
10b5-1 plan
26,445$110.48 $2.9M177,518 SEC
2026-06-12Strable-Soethout Deanna D
Chair, President and CEO
Disposition to issuer
10b5-1 plan
4,263$111.25 $474.3K173,255 SEC
2026-06-12Strable-Soethout Deanna D
Chair, President and CEO
Grant/award
10b5-1 plan
13,883$62.78 $871.6K187,138 SEC
2026-06-12Strable-Soethout Deanna D
Chair, President and CEO
Grant/award
10b5-1 plan
16,825$62.78 $1.1M203,963 SEC
2026-06-11Strable-Soethout Deanna D
Chair, President and CEO
Disposition to issuer
10b5-1 plan
19,767$110.06 $2.2M173,255 SEC
2026-06-11Strable-Soethout Deanna D
Chair, President and CEO
Grant/award
10b5-1 plan
16,825$62.78 $1.1M190,080 SEC
2026-06-11Strable-Soethout Deanna D
Chair, President and CEO
Grant/award
10b5-1 plan
2,942$62.78 $184.7K193,022 SEC
2026-06-08Brown Timothy W.
EVP, General Counsel and Sec
Grant/award 22,279— —22,279 SEC
2026-05-21Cheong Wee Yee
President - Asia & Middle East
Open-market sale 7,534$103.16 $777.2K66,443 SEC

Showing the 60 most recent of 77 transactions.

Well-known investors holding PFG (13F)

None of the 59 investors we track reported a position in their latest 13F.

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