PRINCIPAL FINANCIAL GROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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PRINCIPAL FINANCIAL GROUP, INC.​

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Letter to shareholders​

From our Chair, President, and Chief Executive Officer

What an extraordinary year this has been. Twelve months into the CEO role, I have had the privilege of leading nearly 20,000 exceptional employees in addressing the evolving financial needs of 75 million Principal® customers.1 Our goal is to help more people and businesses access financial security, which is both meaningful and motivating work.

This past year we focused on accelerating critical strategic initiatives while building skills and momentum—positioning the Company to continue delivering on the promises made to our customers and preparing for the opportunities ahead. I could not be more excited about our trajectory or more confident in our ability to create lasting value for you, our shareholders.

I started the year with clear intent: to build connections. I spent more than 120 days on the road, engaging with employees, clients, investors, and global industry leaders. These conversations reaffirmed three important truths:

Our strategy is sound. We remain focused on three attractive profit pools where growth is stronger, returns are higher, and our integrated business model creates distinct advantages: the retirement ecosystem, small and midsized businesses, and global asset management. These are areas where we have earned the right to win, and we’re continuing to do so.

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Our commitment to expanding financial access has never been more critical. In a world of unprecedented change, we continue to seek insights across the global landscape—including our fourth annual Global Financial Inclusion Index—to understand the challenges and opportunities that exist for people around the globe related to financial access and inclusion. This knowledge guides important, long-term decisions as we invest in initiatives designed to help close those gaps.

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Our culture is a key differentiator. During a year filled with social unrest, geopolitical challenges, and macroeconomic pressures, our culture shone through. Our employees around the globe came together to achieve individual and team goals. Ninety-two percent of them completed our inaugural company-wide data and AI literacy training. And they volunteered in their communities at an unprecedented level. These efforts had a unifying effect: our employee engagement index reached 86% in 2025, surpassing our goal and supporting our ability to more effectively innovate and execute.

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Strategy in action

I am grateful for the continuity and support that surrounded my move into the CEO role—pursuing the strategy co-architected with my predecessor and benefiting from the full support of our Board and executive team. We remain fully confident in both the direction we are heading and our plan to get there. This strong foundation has enabled us to spend the past year focused on how we can improve execution and continue turning strategy into timely and meaningful action.

We outlined four strategic priorities for 2025 and the key initiatives required to drive strong results. Here are a few highlights of our success bringing these strategic priorities to life:

Expand value across the retirement ecosystem

Let’s start with the retirement ecosystem, in which we offer a comprehensive suite of capabilities across retirement recordkeeping, asset management, wealth management, and income solutions. We’re seeing strong momentum across key metrics.

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We affirmed our ability to win new business and retain existing clients in a competitive retirement marketplace. Transfer deposits grew 9% year over year, and recurring deposits increased 5%. Participant engagement also grew, with increases in both the number of participants deferring and their average deferrals. And participant roll-ins were up 15%, as participants consolidate retirement savings from previous employers onto our platform.

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Principal continues to be a top provider for Pension Risk Transfers (PRT) with a #4 ranking in assets according to LIMRA.2 Notably, nearly a quarter of 2025 PRT premiums came from existing clients, highlighting the power of our integrated retirement solutions.

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Our retirement investment expertise continues to gain traction, and we added key talent to support these initiatives. Additionally, we expanded our target date offerings to include personalized and passive options, addressing a broader spectrum of plan sponsor needs.

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As of December 31, 2025.

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LIMRA, U.S. Group Annuity Risk Transfer Survey, Q4 2025.

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Letter to shareholders

Transform and grow global asset management

Our success continues to stem from favored access across the U.S. retirement ecosystem, a large and diverse global institutional client base, an at-scale and expanding private market platform, and long-standing international partnerships in high-growth markets.

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We maintained strong performance with core private market capabilities, reinforcing our leadership in this space and successfully growing our AUM to $95 billion, with strong performance in our real estate franchise and $16 billion coming from non-real estate capabilities. Sales in private markets grew 50%, contributing to a 16% year-over-year increase in Investment Management gross sales.

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We saw nice momentum with our exchange-traded fund (ETF) platform, helping us provide solutions that meet evolving customer needs. Assets under management (AUM) for our ETFs reached a record $9 billion.

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Within our general account, we continue to achieve strong results, with AUM of $75 billion, up 9% year over year, and more than $4 billion of positive net cash flow in 2025.

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The strength of our diversified global platform and our commitment to high-growth international markets was evident in record AUM for International Pension, up 24% to $154 billion.

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Continue above-market SMB growth

We’ve long been a leader in providing holistic employee benefits and retirement solutions tailored to SMBs, capitalizing on strong relationships, focus, and market insight in this underserved segment. Our deep expertise with this segment continues to pay off.

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In retirement, we saw strong new business activity and retention, underscoring our ability to serve this market. SMB recurring deposits grew 8% in 2025, and transfer deposits increased 32%.

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In benefits and protection, we continue to deepen customer relationships. Our group benefits customers now have over three products with us, up nearly 3% compared to 2024. We continue to see employment growth from our block, reflecting the resilience of this market segment and the value we deliver to help employers attract and retain talent.

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Strong demand continues for specialized solutions that help business owners protect their key assets, and our offerings are resonating. As one example, Life Business Market premium and fees grew 15% in 2025.

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Advance organizational efficiency and performance

We are continually working to position Principal for long-term growth and financial strength. Notable examples include:

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We deployed more than 100 artificial intelligence (AI) use cases, expected to generate significant savings over the next five years, while strengthening responsible use of AI through scalable risk assessments enabled by our ethical framework.

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Margins strengthened across the enterprise, expanding 80 basis points, to 31%3 for full-year 2025. This improvement was driven by top-line growth and disciplined expense management, all while continuing to invest in strategic growth initiatives.

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We executed three portfolio transactions that redeployed capital toward core growth platforms, demonstrating willingness to make difficult choices that focus resources on highest-impact opportunities.

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Generating value for you

2025 marked another year we’ve hit our enterprise financial targets, showcasing the strength and quality of our execution:

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Based on Non-GAAP pre-tax operating earnings divided by net revenue. See Non-GAAP reconciliations to the most directly comparable GAAP measures in Appendix B.

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Non-GAAP financial measures. See definitions of these measures on Page 2 and reconciliations to the most directly comparable GAAP measures in Appendix B.

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Letter to shareholders

In addition:

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We ended 2025 with $781 billion of total company assets under management and $1.8 trillion in assets under administration.

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We continue to be in a strong capital position, with excess and available capital of $1.6 billion, including statutory risk-based capital (RBC) ratio for Principal Life Insurance Company of 406%.

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Our momentum and robust capital generation enable us to invest in growth while continuing to deliver attractive returns. We returned more than $1.5 billion to shareholders during the year, including $851 million in share repurchases and $684 million in dividends, aligned with our capital deployment strategy. We remain committed to maximizing your investment in Principal.

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Delivering these results in one of the most volatile macro environments in recent years required disciplined decision-making and flexibility. Last year’s performance showcases our clear strategy, consistent execution, and the power of our diversified and resilient business mix. I’m proud of our team’s diligence and commitment.

Looking ahead

With a strong capital position and momentum across our strategic growth areas, we enter 2026 well positioned to meet our financial targets for a third consecutive year. I’ve asked every employee to commit to pursuing our strategy with sharpened focus and execution in 2026, using all the tools available to us. This includes leveraging our increased fluency with AI to drive efficiency, innovation, and problem-solving across the enterprise.

I know the environment will remain volatile, so discipline will continue to be a focus; our strong track record is proof our employees are up to the challenge. We’ll continue to drive growth and progress while staying true to the core values that serve as our foundation:

I want to thank my predecessor and mentor, Dan Houston, our executive team, our Board of Directors, our amazing employees and financial professionals, and each one of you for ensuring this leadership transition was a smooth one and making my first year as CEO so successful. It was everything I anticipated and more.

I’m excited for all that’s ahead for Principal and proud of our talented team members who dedicate each day to helping more people and businesses gain access to financial security. We are fortunate to do this important work, and your investment in us makes it possible. Thank you.

From our Board of Directors​

From our Lead Independent Director on behalf of the Board of Directors

2025 was an exceptional year for Principal. The Company completed a successful and seamless CEO transition, delivered on its key financial targets, drove total shareholder return that outperformed the S&P 500, enhanced its core businesses, and strengthened the overall enterprise.

CEO succession is one of the Board’s most important responsibilities. Our rigorous process yielded Deanna Strable-Soethout as the right choice to succeed Dan Houston as President, CEO, and Board Chair in 2025. Deanna’s leadership acumen, collaborative style, analytical nature, deep industry expertise, and focus on innovation make her the ideal executive to lead. The Board commends the Principal management team for their great execution of this leadership transition.

Oversight of strategic direction is also a core responsibility of the Board. We value the effort and focus management applied to developing the Company’s current enterprise strategy. We are confident this strategy provides a compelling path forward and positions Principal to continue to thrive and adapt in the evolving landscape.

We also value the leadership team’s enhanced focus on sharpening execution and instilling a growth mindset across the organization. Principal leaders are doing a great job of modeling this for all employees and mobilizing the workforce to embrace new ways of thinking and working. They are focused on continuing to keep the Company’s promises to clients with innovation, speed, and efficiency. These efforts included the launch of company-wide data and AI literacy training and key AI initiatives in 2025 that will continue in 2026 and beyond. The leadership team is adamant that new ways of working take center stage in driving optimal performance and results.

A strategy that delivers

The Company’s 2025 results reflect a sound strategy combined with strong execution. Principal delivered on its three key financial targets, achieved impressive results in a challenging environment, and drove total shareholder return of 18%1, outperforming the S&P 500.

The Company also increased its annual common stock dividend by 8% on a trailing 12-month basis, aligned with the 40% dividend payout ratio and underscoring confidence in continued growth and strong performance.

Bottom line results tell just one part of the story. The Company’s commitment to living its values is notable, and I hope all shareholders appreciate that Principal produces these results by leading with integrity each and every day.

Positioned for the future

I commend our entire Board for their deep engagement and thoughtful counsel throughout this transformative past year. We will continue to provide valuable oversight and support as Principal executes on its enterprise strategy and sharpens its focus on sustainable growth across markets and geographies.

The Board and I share great optimism about the opportunities ahead for Principal. The Company’s leadership team is highly talented, fully engaged, and deeply motivated. Principal has a powerful array of leading, interconnected businesses and a compelling strategic plan to drive their continued growth and evolution. We are confident these elements position Principal to thrive, helping more people and businesses around the world achieve financial security.

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1-year TSR for PFG stock, as of December 31, 2025.

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From our Board of Directors

As always, your investment in Principal makes it all possible. We take our commitment to shareholders seriously and remain dedicated to maximizing your investment. Thank you for your continued trust in Principal and in this Board.

Notice of annual shareholders meeting​

April 6, 2026

Meeting date and time

Tuesday, May 19, 2026 at 9:00 a.m. Central Daylight Time

Location

Virtual only atwww.meetnow.global/MUMVGGU

Record date

March 25, 2026

Approximate commencement of mailing of proxy materials

April 6, 2026

Shareholders will also be able to transact such other business as may properly come before the meeting.

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Notice of annual shareholders meeting

By Order of the Board of Directors

Chris Agbe-Davies

VP, Associate General Counsel and Interim Corporate Secretary

Important notice regarding availability of proxy materials for the shareholders meeting to be held on May 19, 2026:

The 2026 Proxy Statement, 2025 Annual Report on Form 10-K and other proxy materials are available atwww.principal.com/annualmeeting.

This Proxy Statement contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words “expect,” “may,” “could,” “believe,” “would,” “might,” “anticipates,” or similar words. The principal forward-looking statements in this Proxy Statement include our financial goals; our sustainability goals, commitments, and programs; and our business plans, initiatives and objectives. Although we believe there is a reasonable basis for these forward-looking statements, our actual results could be significantly different. The most important factors that could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors included in our Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

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