PRINCIPAL FINANCIAL GROUP INC
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 18, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| a. | Documents filed as part of this report. |
|---|
- Financial Statements (see Item 8. Financial Statements and Supplementary Data)
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Audited Consolidated Financial Statements
Consolidated Statements of Financial Position
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
- Schedule I — Summary of Investments — Other Than Investments in Related Parties
Schedule II — Condensed Financial Information of Registrant (Parent Only)
Schedule III — Supplementary Insurance Information
Schedule IV — Reinsurance
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
- Exhibits
Index of Exhibits
(Item 15.a.3.)
| | | | | Incorporated byreference herein | ||
| ExhibitNumber | | Description | | Form | | File Date |
| | | | | | | |
| 2.1 | | Sale and Purchase Promise Agreement, dated October 5, 2012, among Principal Financial Services, Inc., Empresas Penta S.A. and Inversiones Banpenta Limitada | | 8-K | | November 13, 2012 |
| 2.2 | | Purchase Agreement, dated as of April 9, 2019, by and between Wells Fargo Bank, N.A., Principal Financial Services, Inc. and (for certain limited purposes) Wells Fargo & Company | | 10-Q | | May 2, 2019 |
| 3.1 | | Amended and Restated Certificate of Incorporation of Principal Financial Group, Inc. | | 8-K | | June 17, 2005 |
| 3.2 | | Amended and Restated By-Laws of Principal Financial Group, Inc. | | 8-K | | March 2, 2018 |
| 4.1 | | Form of Certificate for the Common Stock of Principal Financial Group, Inc., par value $0.01 per share | | S-1/A | | August 2, 2001 |
| 4.2 | | Senior Indenture, dated as of October 11, 2006, between Principal Financial Group, Inc. and The Bank of New York, as Trustee | | 8-K | | October 17, 2006 |
| 4.2.1 | | First Supplemental Indenture, dated as of October 16, 2006, among Principal Financial Group, Inc., Principal Financial Services, Inc. and The Bank of New York, as Trustee | | 8-K | | October 17, 2006 |
| 4.2.2 | | 6.05% Senior Note ($500,000,000) due October 15, 2036 | | 8-K | | October 17, 2006 |
| 4.2.3 | | 6.05% Senior Note ($100,000,000) due October 15, 2036 | | 8-K | | December 6, 2006 |
| 4.2.4 | | Guarantee from Principal Financial Services, Inc. with respect to the 6.05% Senior Notes due 2036 | | 8-K | | October 17, 2006 |
| 4.3 | | Senior Indenture, dated as of May 21, 2009, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York, as Trustee | | 8-K | | May 21, 2009 |
| 4.3.1 | | Fourth Supplemental Indenture (including the form of 2042 Notes), dated as of September 10, 2012, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee | | 8-K | | September 10, 2012 |
| 4.3.2 | | Sixth Supplemental Indenture (including the form of 2023 Notes), dated as of November 16, 2012, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee | | 8-K | | November 16, 2012 |
| 4.3.3 | | Seventh Supplemental Indenture (including the form of 2043 Notes), dated as of November 16, 2012, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee | | 8-K | | November 16, 2012 |
| 4.3.4 | | Eighth Supplemental Indenture (including the form of 3.400% Senior Note due 2025), dated as of May 7, 2015, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 3.400% Senior Notes due 2025 | | 8-K | | May 7, 2015 |
| 4.3.5 | | Ninth Supplemental Indenture (including the form of 3.100% Senior Note due 2026), dated as of November 10, 2016, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 3.100% Senior Notes due 2026 | | 8-K | | November 10, 2016 |
| 4.3.6 | | Tenth Supplemental Indenture (including the form of 4.300% Senior Note due 2046), dated as of November 10, 2016, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 4.300% Senior Notes due 2046 | | 8-K | | November 10, 2016 |
| 4.3.7 | | Guarantee from Principal Financial Services, Inc. with respect to the 4.625% Senior Notes due 2042 | | 8-K | | September 10, 2012 |
| 4.3.8 | | Guarantee from Principal Financial Services, Inc. with respect to the 3.125% Senior Notes due 2023 | | 8-K | | November 16, 2012 |
| 4.3.9 | | Guarantee from Principal Financial Services, Inc. with respect to the 4.350% Senior Notes due 2043 | | 8-K | | November 16, 2012 |
| 4.3.10 | | Guarantee from Principal Financial Services, Inc. with respect to the 3.400% Senior Notes due 2025 | | 8-K | | May 7, 2015 |
| 4.3.11 | | Guarantee from Principal Financial Services, Inc. with respect to the 3.100% Senior Notes due 2026 | | 8-K | | November 10, 2016 |
| 4.3.12 | | Guarantee from Principal Financial Services, Inc. with respect to the 4.300% Senior Notes due 2046 | | 8-K | | November 10, 2016 |
| 4.3.13 | | Thirteenth Supplemental Indenture (including the form of 3.700% Senior Note due 2029), dated as of May 10, 2019, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 3.700% Senior Notes due 2029 | | 8-K | | May 10, 2019 |
| 4.3.14 | | Guarantee from Principal Financial Services, Inc. with respect to the 3.700% Senior Notes due 2029 | | 8-K | | May 10, 2019 |
| 4.3.15 | | Fourteenth Supplemental Indenture (including the form of 2.125% Senior Note due 2030), dated as of June 12, 2020, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 2.125% Senior Notes due 2030 | | 8-K | | June 12, 2020 |
| | | | | Incorporated byreference herein | ||
| ExhibitNumber | | Description | | Form | | File Date |
| | | | | | | |
| 4.3.16 | | Guarantee of Principal Financial Services, Inc. with respect to the 2.125% Senior Notes due 2030 | | 8-K | | June 12, 2020 |
| 4.3.17 | | Fifteenth Supplemental Indenture (including the form of 5.375% Senior Note due 2033), dated as of March 8, 2023, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 5.375% Senior Notes due 2033 | | 8-K | | March 8, 2023 |
| 4.3.18 | | Sixteenth Supplemental Indenture (including the form of 5.500% Senior Note due 2053), dated as of March 8, 2023, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 5.500% Senior Notes due 2053 | | 8-K | | March 8, 2023 |
| 4.3.19 | | Guarantee of Principal Financial Services, Inc. with respect to the 5.375% Senior Notes due 2033 | | 8-K | | March 8, 2023 |
| 4.3.20 | | Guarantee of Principal Financial Services, Inc. with respect to the 5.500% Senior Notes due 2053 | | 8-K | | March 8, 2023 |
| 4.4 | | Junior Subordinated Indenture, dated as of May 7, 2015, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee | | 8-K | | May 7, 2015 |
| 4.4.1 | | First Supplemental Indenture (including the form of 4.700% Fixed-to-Floating Rate Junior Subordinated Note due 2055), dated as of May 7, 2015, among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 4.700% Fixed-to-Floating Rate Junior Subordinated Notes due 2055 | | 8-K | | May 7, 2015 |
| 4.4.2 | | Guarantee from Principal Financial Services, Inc. with respect to the 4.700% Fixed-to-Floating Rate Junior Subordinated Notes due 2055 | | 8-K | | May 7, 2015 |
| 10.1 | | Principal Financial Group, Inc. Stock Incentive Plan | | 10-Q | | August 6, 2003 |
| 10.1.1 | | Form of Restricted Stock Unit Award Agreement | | 8-K | | March 7, 2005 |
| 10.1.2 | | Form of Stock Option Award Agreement | | 8-K | | March 7, 2005 |
| 10.1.3 | | Principal Financial Group, Inc. 2005 Stock Incentive Plan | | 10-Q | | August 3, 2005 |
| 10.1.4 | | Principal Financial Group, Inc. 2010 Stock Incentive Plan | | DEF14A | | April 6, 2010 |
| 10.1.5 | | Amended and Restated Principal Financial Group, Inc. 2010 Stock Incentive Plan | | 10-Q | | May 2, 2012 |
| 10.1.6 | | Principal Financial Group, Inc. 2014 Stock Incentive Plan | | DEF14A | | April 7, 2014 |
| 10.1.7 | | Principal Financial Group, Inc. 2021 Stock Incentive Plan | | DEF14A | | April 5, 2021 |
| 10.1.8 | | Principal Financial Group, Inc. 2021 Stock Incentive Plan, as amended and restated effective November 20, 2023 | | 10-K | | February 20, 2024 |
| 10.2 | | Principal Financial Group Long-Term Performance Plan | | S-1 | | June 8, 2001 |
| 10.3 | | Resolution of Human Resources Committee of the Board of Directors of Principal Financial Group, Inc. amending the Principal Financial Group Long-Term Performance Plan as of October 31, 2002 | | 10-K | | March 5, 2003 |
| 10.4 | | Principal Financial Group Incentive Pay Plan (PrinPay), amended and restated effective January 1, 2003 | | 10-Q | | May 7, 2003 |
| 10.5 | | Principal Financial Group, Inc. Annual Incentive Plan | | 10-K | | March 4, 2005 |
| 10.6 | | Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of the Principal Financial Group, Inc. Board of Directors | | 10-Q | | November 5, 2008 |
| 10.6.1 | | Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors, effective March 28, 2009 | | 10-Q | | May 6, 2009 |
| 10.6.2 | | Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of the Principal Financial Group, Inc., effective May 17, 2010 | | 10-K | | February 16, 2011 |
| 10.6.3 | | Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of the Principal Financial Group, Inc., effective January 1, 2012 | | 10-K | | February 15, 2012 |
| 10.6.4 | | Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of Principal Financial Group, Inc., effective January 1, 2015 | | 10-K | | February 11, 2015 |
| 10.6.5 | | Revised Summary of Standard Compensatory Arrangement for Non-Employee Directors of the Principal Financial Group, Inc., effective November 28, 2017 | | 10-K | | February 9, 2018 |
| 10.7 | | Principal Financial Group, Inc. Directors Stock Plan | | S-1 | | June 8, 2001 |
| 10.7.1 | | Principal Financial Group, Inc. 2005 Directors Stock Plan | | 10-Q | | August 3, 2005 |
| 10.7.2 | | Principal Financial Group, Inc. 2014 Directors Stock Plan | | DEF14A | | April 7, 2014 |
| 10.7.3 | | Principal Financial Group, Inc. 2020 Directors Stock Plan | | DEF14A | | April 6, 2020 |
| 10.8 | | Deferred Compensation Plan for Non-Employee Directors of Principal Financial Group, Inc. | | 10-K | | March 2, 2006 |
| 10.9 | | Principal Select Savings Excess Plan, restated as of January 1, 2004 | | 10-Q | | May 5, 2004 |
| | | | | Incorporated byreference herein | ||
| ExhibitNumber | | Description | | Form | | File Date |
| | | | | | | |
| 10.9.1 | | Amendment No. 1 to Principal Select Savings Excess Plan | | 10-K | | March 2, 2006 |
| 10.9.2 | | Principal Select Savings Excess Plan for Employees, amended and restated effective January 1, 2016 | | 10-K | | February 10, 2016 |
| 10.9.3 | | Principal Select Savings Excess Plan for Individual Field, amended and restated effective January 1, 2016 | | 10-K | | February 10, 2016 |
| 10.9.4 | | Nonqualified Deferred Compensation Plan for Select Investment Professions of Principal Financial Group, Inc. and Affiliates, effective January 1, 2016 | | 10-K | | February 10, 2016 |
| 10.10 | | Supplemental Executive Retirement Plan for Employees, restated as of January 1, 2003 | | 10-Q | | May 5, 2004 |
| 10.10.1 | | Amendment No. 1 to the Principal Supplemental Executive Retirement Plan for Employees | | 10-K | | March 2, 2006 |
| 10.11 | | Form of Principal Financial Group, Inc. and Principal Life Insurance Company Change-of-Control Employment Agreement (Tier One Executives), dated as of February 28, 2006, by and among Principal Financial Group, Inc., Principal Financial Services, Inc., Principal Life Insurance Company and an Executive | | 10-Q | | May 4, 2006 |
| 10.11.1 | | Form of Principal Financial Group, Inc. and Principal Life Insurance Company Change-of-Control Employment Agreement (Tier One Executives) | | 8-K | | December 2, 2008 |
| 10.11.2 | | Form of Principal Financial Group, Inc. and Principal Life Insurance Company Change of Control Employment Agreement (Tier One Executives), effective December 31, 2010 | | 10-K | | February 16, 2011 |
| 10.11.3 | | Form of Principal Financial Group, Inc. and Principal Life Insurance Company Change of Control Employment Agreement, effective December 18, 2021 | | 10-K | | February 11,2022 |
| 10.12 | | Form of Principal Financial Group, Inc. Indemnification Agreement | | 8-K | | December 2, 2008 |
| 10.12.1 | | Form of Principal Financial Group, Inc. Indemnification Agreement dated as of June 9, 2016. | | 10-Q | | August 3, 2016 |
| 10.13 | | Compensatory Arrangement, dated as of March 14, 2002, between Principal Life Insurance Company and James P. McCaughan | | 10-Q | | May 10, 2002 |
| 10.14 | | The Principal Severance Plan for Senior Executives, restated effective March 1, 2009 | | 10-Q | | May 6, 2009 |
| 10.14.1 | | The Principal Financial Group, Inc. Executive Severance Plan effective September 1, 2021 | | 10-Q | | October 28, 2021 |
| 10.15 | | The Principal Financial Group Nonqualified Defined Benefit Plan for Employees. | | 10-K | | February 14, 2020 |
| 97 | | Principal Financial Group, Inc. Mandatory Compensation Recovery Policy | | 10-K | | February 20, 2024 |
| 4.5 | | Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 | | | | |
| 19 | | Principal Financial Group, Inc. Insider Trading Policy as of December 31, 2025 | | | | |
| 21 | | Principal Financial Group, Inc. Member Companies as of December 31, 2025 | | | | |
| 23 | | Consent of Independent Registered Public Accounting Firm | | | | |
| 31.1 | | Certification of Deanna D. Strable-Soethout | | | | |
| 31.2 | | Certification of Joel M. Pitz | | | | |
| 32.1 | | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code — Deanna D. Strable-Soethout | | | | |
| 32.2 | | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code — Joel M. Pitz | | | | |
| 101 | | The following materials from Principal Financial Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements, (vii) Schedule I — Summary of Investments — Other Than Investments in Related Parties, (viii) Schedule II — Condensed Financial Information of Registrant (Parent Only), (ix) Schedule III — Supplementary Insurance Information and (x) Schedule IV — Reinsurance | | | | |
| 104 | | The cover page from Principal Financial Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in iXBRL and contained in Exhibit 101. | | | | |
Paper copies of exhibits will be provided to shareholders upon reasonable request and upon payment of reasonable copying and mailing expenses.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.