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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

5K characters. Original on sec.gov ·

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock began trading on the New York Stock Exchange under the symbol “PFG” on October 23, 2001. Prior to such date, there was no established public trading market for our common stock. Effective December 15, 2017, we changed our listing to the Nasdaq Global Select Market and continue trading under the symbol “PFG”. On January 30, 2023, there were 219,911 stockholders of record of our common stock.

We have historically paid cash dividends on our common stock. Future dividend decisions will be based on and affected by a number of factors, including our results and financial requirements and the impact of regulatory restrictions. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of regulatory restrictions on Principal Life’s ability to pay dividends or make other distributions.

The following table presents the amount of our share purchase activity for the periods indicated:

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​​​​​​​​​​​​
​​​​Total number​​
​​​​​​​of shares​Maximum dollar
​​​​​​​purchased as​value of shares that
​​Total number​Average​part of publicly​may yet be purchased
​​of shares​price paid​announced​under the programs
Period​purchased (1)​per share​programs​(in millions) (2)
January 1, 2022 - January 31, 2022826,763​$74.04800,656​$2,595.1​
February 1, 2022 - February 28, 2022910,828(3)$73.20911,849​$2,528.3​
March 1, 2022 - March 31, 20229,497,205(3)$65.93(4)9,107,538​$1,789.5​
April 1, 2022 - April 30, 2022—​$——​$1,789.5​
May 1, 2022 - May 31, 2022—​$——​$1,789.5​
June 1, 2022 - June 30, 20222,910,298​$82.47(4)2,909,686​$1,689.6​
July 1, 2022 - July 31, 2022748,272​$66.87748,272​$1,639.5​
August 1, 2022 - August 31, 20224,056,564​$78.98(5)4,051,659​$1,239.5​
September 1, 2022 - September 30, 20221,179,825​$67.91(5)1,178,183​$1,239.5​
October 1, 2022 - October 31, 2022862,873​$77.49862,873​$1,172.7​
November 1, 2022 - November 30, 2022929,322​$89.86928,379​$1,089.3​
December 1, 2022 - December 31, 20221,135,705​$88.061,135,705​$989.2​
Total23,057,655​22,634,800​​
(1)Includes the number of shares of common stock utilized to execute certain stock incentive awards and shares purchased as part of publicly announced programs.
(2)In June 2021, our Board authorized a share repurchase program of up to $1.2 billion of our outstanding common stock, which has no expiration. In January 2022, our Board of Directors authorized a $1.6 billion increase to the June 2021 share repurchase program authorization, which was completed in August 2022.
(3)Includes immaterial corrections related to the number of shares purchased to execute certain stock incentive awards.
(4)In March 2022, we entered into an accelerated share repurchase program with a third party financial institution to repurchase $700.0 million of common stock. We received approximately 8.5 million shares at an initial cost of $560.0 million from our counterparty as of March 31, 2022. This program closed in June 2022 and an additional 1.4 million shares were delivered based on the $70.53 daily volume-weighted average price of our common stock, less a discount, during the term of the program.
(5)In August 2022, we entered into an accelerated share repurchase program with a third party financial institution to repurchase $400.0 million of common stock. We received approximately 4.1 million shares at an initial cost of $320.0 million from our counterparty as of August 16, 2022, which was recorded in treasury stock. This program closed in September 2022, at which time an additional 1.2 million shares were delivered based on the $76.48 daily volume-weighted average price of our common stock, less a discount, during the term of the program.

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