Principal Financial Group (PFG) 10-K risk factor changes: FY2025 vs FY2024

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.

Risks relating to economic conditions, market conditions and investments

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.

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.

Withdrawal and surrender levels may vary due to economic conditions or changes in our 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 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.

If internal sources of liquidity are insufficient, we may need external financing, which may not be available on favorable 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.

Negative regulatory authority or rating agency actions may impair our access to external funds.

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.

Market conditions may hinder our ability to meet obligations, satisfy capital requirements, and access the capital needed to grow our business.

We may face higher capital costs or reduced flexibility, impacting liquidity and profitability.

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.

Borrowing under these facilities depends on meeting covenants and other 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.

For further discussion on liquidity risk management, see Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

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.

Our results of operations are materially affected by global market and economic 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 extreme, prolonged market events and economic downturns, we could incur significant losses.

Even in the absence of a market downturn, we are exposed to risk of loss of income due to market volatility.

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.

Market turmoil leading to investor withdrawal from markets may reduce AUM, AUA, revenues and net income.

For further discussion on equity risk management, see Item 7A.

“Quantitative and Qualitative Disclosures About Market Risk — Equity Risk.”

Macroeconomic factors, including consumer spending, business investment, government spending, market volatility, inflation and currency exchange rates, affect our business volume and profitability.

Economic downturns may reduce demand for our financial and insurance products.

We may also face increased claims and policy 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.

Reduced payroll deferrals in retirement plans and increased withdrawals of investment accounts may lower AUM, AUA and revenues.

Reductions in employment levels may result in a decline in employee deposits into retirement plans.

Adverse economic changes may materially impact our net income 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.

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.

Prolonged low interest rates may reduce asset yields below pricing assumptions, lowering profitability.

The following analysis discusses our financial condition as of December 31, 2025, compared with December 31, 2024, our consolidated results of operations for the years ended December 31, 2025 and 2024, and, where appropriate, factors that may affect our future financial performance.

The discussion should be read in conjunction with our audited consolidated financial statements and the related notes to the financial statements and the other financial information included elsewhere in this Form 10-K.

For information and analysis relating to our financial condition and consolidated results of operations as of and for the year ended December 31, 2023, as well as for the year ended December 31, 2024 compared with the year ended December 31, 2023, see Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Forward-Looking Information

Our narrative analysis below contains forward-looking statements intended to enhance the reader’s ability to assess our future financial performance.

Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments, and contain words and phrases such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend” and similar expressions.

Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on us.

Such forward-looking statements are not guarantees of future performance.

Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties.

Those risks and uncertainties include, but are not limited to, the risk factors listed in Item 1A.

“Risk Factors.”

Overview

We provide financial products and services through the following reportable segments:

| | ● | Retirement and Income Solutions; |

| --- | --- | --- |

| | ● | Principal Asset Management and |

| --- | --- | --- |

| | ● | Benefits and Protection. |

| --- | --- | --- |

We also have a Corporate segment, which consists of the assets and activities that have not been allocated to any other segment.

See Item 1.

“Business” for a description of our reportable segments.

Economic Factors and Trends

Positive market performance led to an increase in account values in our Retirement and Income Solutions segment in 2025.

Since account values are the base by which this business generates revenues, market performance volatility may impact our revenues in future quarters.

Positive market performance and foreign currency tailwinds led to an increase in AUM in our Principal Asset Management segment in 2025, which was partially offset by operations 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.

In our Benefits and Protection segment, premium and fee growth is a key indicator of earnings growth.

Higher levels of unemployment may impact new sales in our businesses and reduce in-group growth in our Specialty Benefits business in the short-term.

Profitability

Our profitability depends in large part upon our amount of AUM and our ability to:

| | ● | manage the difference between the investment income we earn and the interest we credit to policyholders; |

| --- | --- | --- |

| | ● | generate fee revenues by providing trust and custody, administrative and investment management services; |

| --- | --- | --- |

| | ● | price our insurance products at a level that enables us to earn a margin over the cost of providing benefits and the related expenses; |

| --- | --- | --- |

| | ● | manage our investment portfolio to maximize investment returns and minimize risks such as interest rate changes or defaults or impairments of invested assets; |

The following table provides detail on the differences between the interest rates being credited to contractholders as of December 31, [removed: 2024,] [added: 2025,] and the respective guaranteed minimum interest rates (“GMIRs”).

| ​ | [added: ​ ​ ​] | At GMIR | | [added: ​ ​ ​] | above GMIR | | [added: ​ ​ ​] | above GMIR | | [added: ​ ​ ​] | above GMIR | | [added: ​ ​ ​] | above GMIR | | [added: ​ ​ ​] | Total | | ​ |

| Guaranteed minimum interest rate | ​ | ​ | [added: ​] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Retirement and Income Solutions | ​ | ​ | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] | | ​ | [added: ​] | ​ |

| 4.01% and above | ​ | ​ | [removed: 13.9] [added: 11.9] | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | [removed: 13.9] [added: 11.9] | ​ |

We estimate a hypothetical 100 basis point immediate, parallel increase in interest rates would reduce the net reported fair value of our financial assets and derivatives by [removed: $2,670.8] [added: $2,730.6] million as of December 31, [removed: 2024,] [added: 2025,] compared to [removed: $2,670.3] [added: $2,670.8] million as of December 31, [removed: 2023.][added: 2024.]

| | ● | _Principal Asset Management_ [removed: –] [added: _–_] Our international businesses operate within local regulations and financial market conditions (e.g., derivative markets, assets available) to achieve similar asset and liability cash flow management objectives. In locations with a limited availability of long-dated assets and derivative markets, the duration gap is managed to risk tolerances specific to each location. |

Use of Derivatives to Manage Interest Rate Risk. We use or have used various derivative financial instruments to manage our exposure to fluctuations in interest rates, including interest rate swaps, interest rate options, [removed: to be announced (“TBA”) forwards,] bond forwards, treasury [removed: forwards, swaptions] [added: forwards] and futures.

We use interest rate [removed: swaps, treasury forwards] [added: swaps] and [removed: have used TBA] [added: treasury] forwards primarily to more closely match the interest rate characteristics of assets and liabilities.

We estimate as of December 31, [removed: 2024,] [added: 2025,] a 10% immediate unfavorable change in each of the foreign currency exchange rates to which we are exposed would result in no material change to the net fair value of our foreign currency-denominated instruments identified above because we effectively hedge foreign currency-denominated instruments to minimize exchange rate impacts, which is consistent with our estimate as of December 31, [removed: 2023.][added: 2024.]

For our international operations, we estimate a 10% immediate unfavorable change in each of the foreign currency exchange rates to which we were exposed would have resulted in a [removed: $277.0] [added: $275.1] million, or 7%, reduction in the total equity excluding noncontrolling interests of our international operations as of December 31, [removed: 2024,] [added: 2025,] as compared to an estimated [removed: $324.1] [added: $277.0] million, or [removed: 8%,] [added: 7%,] reduction as of December 31, [removed: 2023.][added: 2024.]

We estimate a 10% unfavorable change in the average foreign currency exchange rates to which we were exposed through our international operations would have resulted in a [removed: $43.7] [added: $46.9] million, or 5%, reduction in segment pre-tax operating earnings of our international operations for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to an estimated [removed: $40.9] [added: $43.7] million, or 5%, reduction for the year ended December 31, [removed: 2023.][added: 2024.]

We did not have currency swap agreements associated with foreign-denominated liabilities as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023.][added: 2024.]

The notional amount of our currency swap agreements associated with foreign-denominated fixed maturities was [removed: $2,669.3] [added: $3,319.6] million and [removed: $1,888.5] [added: $2,669.3] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively.

Our international operations had currency swaps with a notional amount of [removed: $214.5] [added: $219.1] million and [removed: $217.3] [added: $214.5] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively.

Our international operations also utilized currency forwards with a notional amount of [removed: $694.8] [added: $642.9] million and [removed: $711.9] [added: $694.8] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively.

We held currency forwards with a notional of [removed: $179.7] [added: $156.5] million and [removed: $265.5] [added: $179.7] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively.

We held currency forwards with a notional amount of [removed: $50.8] [added: $55.6] million and [removed: $31.0] [added: $50.8] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively.

We held currency forwards with a notional amount of [removed: $55.9] [added: $59.6] million and [removed: $54.1] [added: $55.9] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively.

As of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] the fair value of our equity securities was [removed: $2,295.0] [added: $2,237.3] million and [removed: $1,478.1] [added: $2,295.0] million, respectively.

We estimate a 10% decline in the prices of the equity securities would result in a decline in fair value of our equity securities of [removed: $229.5] [added: $223.7] million as of December 31, [removed: 2024,] [added: 2025,] as compared to a decline in fair value of our equity securities of [removed: $147.8] [added: $229.5] million as of December 31, [removed: 2023.][added: 2024.]

Separate and distinct from our equity risk associated with a decline in the [removed: S&P index,] [added: equity indices,] we also have equity risk associated with certain domestic alternative investments.

We estimate an immediate 10% decline in the value of those assets, followed by a 2% per quarter increase would reduce our annual segment pre-tax operating earnings by less than [removed: 8%.][added: 9%.]

We [added: have] economically [removed: hedge] [added: hedged] certain investments using total return swaps to swap the equity risk for income enhancement.

We economically hedge the GMWB rider MRB exposure, which includes interest rate risk and equity risk, using futures, options, treasury forwards and interest rate swaps with notional amounts of [removed: $7,678.0] [added: $7,088.9] million and [removed: $8,600.5] [added: $7,678.0] million as of December 31, [removed: 2024,] [added: 2025,] and December 31, [removed: 2023,] [added: 2024,] respectively.

| Up to 1.00% | ​ | $ | 14.8 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 14.8 | ​ |

| 1.01% ‑ 2.00% | | ​ | 3.9 | ​ | | 2,700.0 | ​ | | — | ​ | | 741.4 | ​ | | — | ​ | | 3,445.3 | ​ |

| 2.01% ‑ 3.00% | | ​ | 392.2 | ​ | | 189.1 | ​ | | 673.2 | ​ | | 3,935.8 | ​ | | 4,471.3 | ​ | | 9,661.6 | ​ |

| Subtotal | | ​ | 430.4 | ​ | | 2,889.1 | ​ | | 673.2 | ​ | | 4,677.2 | ​ | | 4,471.3 | ​ | | 13,141.2 | ​ |

| Up to 1.00% | | ​ | — | ​ | | — | ​ | | — | ​ | | 14.8 | ​ | | 31.2 | ​ | | 46.0 | ​ |

| 1.01% ‑ 2.00% | | ​ | — | ​ | | — | ​ | | — | ​ | | 3.7 | ​ | | 458.0 | ​ | | 461.7 | ​ |

| 2.01% ‑ 3.00% | | ​ | 2.6 | ​ | | 10.6 | ​ | | 108.7 | ​ | | 391.8 | ​ | | 4.9 | ​ | | 518.6 | ​ |

| 3.01% ‑ 4.00% | | ​ | 1,512.2 | ​ | | 53.3 | ​ | | 28.4 | ​ | | 104.9 | ​ | | 2.7 | ​ | | 1,701.5 | ​ |

| 4.01% and above | | ​ | 17.0 | ​ | | 9.6 | ​ | | 16.1 | ​ | | 7.7 | ​ | | — | ​ | | 50.4 | ​ |

| Subtotal | | ​ | 1,531.8 | ​ | | 73.5 | ​ | | 153.2 | ​ | | 522.9 | ​ | | 496.8 | ​ | | 2,778.2 | ​ |

| Total | ​ | $ | 1,962.2 | ​ | $ | 2,962.6 | ​ | $ | 826.4 | ​ | $ | 5,200.1 | ​ | $ | 4,968.1 | ​ | $ | 15,919.4 | ​ |

| Percentage of total | | ​ | 12.3 | % | ​ | 18.6 | % | ​ | 5.2 | % | ​ | 32.7 | % | ​ | 31.2 | % | | 100.0 | % |

| --- | --- | --- |

| --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| Up to 1.00% | ​ | $ | 19.2 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,041.7 | ​ | $ | 445.2 | ​ | $ | 1,506.1 | ​ |

| 1.01% ‑ 2.00% | | ​ | 3,730.8 | ​ | | — | ​ | | — | ​ | | 1,056.3 | ​ | | — | ​ | | 4,787.1 | ​ |

| 2.01% ‑ 3.00% | | ​ | 236.1 | ​ | | 186.9 | ​ | | 1.8 | ​ | | 2,900.0 | ​ | | 2,740.1 | ​ | | 6,064.9 | ​ |

| Subtotal | | ​ | 4,007.6 | ​ | | 186.9 | ​ | | 1.8 | ​ | | 4,998.0 | ​ | | 3,185.3 | ​ | | 12,379.6 | ​ |

| Up to 1.00% | | ​ | — | ​ | | — | ​ | | 1.5 | ​ | | 14.9 | ​ | | 4.9 | ​ | | 21.3 | ​ |

| 1.01% ‑ 2.00% | | ​ | — | ​ | | — | ​ | | — | ​ | | 4.3 | ​ | | 452.3 | ​ | | 456.6 | ​ |

| 2.01% ‑ 3.00% | | ​ | 3.4 | ​ | | 8.8 | ​ | | 109.9 | ​ | | 368.7 | ​ | | 6.3 | ​ | | 497.1 | ​ |

| 3.01% ‑ 4.00% | | ​ | 1,516.9 | ​ | | 54.5 | ​ | | 34.3 | ​ | | 101.6 | ​ | | 2.5 | ​ | | 1,709.8 | ​ |

| 4.01% and above | | ​ | 23.5 | ​ | | 2.5 | ​ | | 7.0 | ​ | | 18.9 | ​ | | — | ​ | | 51.9 | ​ |

| Subtotal | | ​ | 1,543.8 | ​ | | 65.8 | ​ | | 152.7 | ​ | | 508.4 | ​ | | 466.0 | ​ | | 2,736.7 | ​ |

| Total | ​ | $ | 5,551.4 | ​ | $ | 252.7 | ​ | $ | 154.5 | ​ | $ | 5,506.4 | ​ | $ | 3,651.3 | ​ | $ | 15,116.3 | ​ |

| Percentage of total | | ​ | 36.7 | % | ​ | 1.7 | % | ​ | 1.0 | % | ​ | 36.4 | % | ​ | 24.2 | % | | 100.0 | % |

| --- | --- |

We use interest rate options to manage prepayment risks in our assets and minimum guaranteed interest rates and lapse risks in our liabilities.

We have purchased swaptions to hedge interest rate exposure for certain assets and liabilities.

Foreign currency risk is the risk we will incur economic losses due to adverse fluctuations in foreign currency exchange rates.

This risk arises from foreign currency-denominated funding agreements issued to nonqualified institutional investors in the international market, foreign currency-denominated fixed maturity and equity securities, and our international operations, including expected cash flows and potential acquisition and divestiture activity.

Item 8.

Financial Statements and Supplementary Data

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting](#ReportofIndependentRegisteredPublic) | 78 |

| [Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (PCAOB ID: 42) | 79 |

| Audited Consolidated Financial Statements | ​ |

| [Consolidated Statements of Financial Position](#ConsolidatedStatementsofFinancialPos) | 82 |

| [Consolidated Statements of Operations](#ConsolidatedStatementsofOperations) | 83 |

| [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensive) | 84 |

| [Consolidated Statements of Stockholders’ Equity](#ConsolidatedStatementsofStockholders) | 85 |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows) | 86 |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_2) | |

| [1.](#a1NatureofOperationsandSignificantAccoun) [Nature of Operations and Significant Accounting Policies](#a1NatureofOperationsandSignificantAccoun) | 87 |

| [2.](#a2GoodwillandOtherIntangibleAssets_52391) [Goodwill and Other Intangible Assets](#a2GoodwillandOtherIntangibleAssets_52391) | 101 |

| [3.](#a3VariableInterestEntities_60567) [Variable Interest Entities](#a3VariableInterestEntities_60567) | 102 |

| [4.](#a4Investments_337917) [Investments](#a4Investments_337917) | 106 |

| [5.](#a5DerivativeFinancialInstruments_349067) [Derivative Financial Instruments](#a5DerivativeFinancialInstruments_349067) | 126 |

| [6.](#a6ClosedBlock_247915) [Closed Block](#a6ClosedBlock_247915) | 137 |

Principal Financial Group, Inc. (“PFG”) is a leader in global financial services offering businesses, individuals and institutional clients a wide range of financial products and services, including retirement, asset management and workplace benefits and protection solutions through our diverse family of financial services companies.

We had $1,814.6 billion in assets under administration (“AUA”), including $781.0 billion in assets under management (“AUM”) as of December 31, 2025.

Our global asset management businesses serve a broad range of institutional, retirement, high net worth, and retail investors worldwide.

Our focused investment teams provide diverse, long-term investment capabilities including equity, fixed income, real estate, and other alternative investments, as well as fund offerings.

Our international asset management and accumulation businesses focus on the opportunities created as aging populations around the world drive increased demand for retirement accumulation, retirement asset management and retirement income management solutions.

In the U.S., we offer a broad array of retirement and employee benefit and insurance solutions to meet the needs of the business owner and their employees.

We are a leading provider of defined contribution plans, nonqualified plans, defined benefit plans and pension risk transfer services.

We are also a leading employee stock ownership plan (“ESOP”) consultant.

In addition, we are one of the largest providers of specialty benefits and insurance solutions for business owners and their employees.

We believe small and medium-sized businesses are an underserved market, offering attractive growth opportunities in the retirement and employee benefit markets.

Our Reportable Segments

We organize our businesses into the following reportable segments:

| | ● | Retirement and Income Solutions; |

| --- | --- | --- |

| | ● | Principal Asset Management and |

| --- | --- | --- |

| | ● | Benefits and Protection. |

| --- | --- | --- |

We also have a Corporate segment, which consists of the assets and activities that have not been allocated to any other segment.

See Item 8.

“Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 20, Segment Information” for financial results of our segments.

Retirement and Income Solutions Segment

Our asset accumulation activities in the U.S. date back to the 1940s when we first began providing pension plan products and services.

We offer a comprehensive portfolio of products and services for retirement savings along with select products for retirement income:

| | ● | To businesses of all sizes, we offer products and services for defined contribution plans, including 401(k) and 403(b) plans; defined benefit plans; nonqualified executive benefit plans; stock services, including ESOPs and equity compensation; and pension risk transfer services; |

| --- | --- | --- |

| | ● | To large institutional clients, we also offer investment only products, including guaranteed investment contracts (“GICs”); |

| --- | --- | --- |

| | ● | To employees of businesses and other individuals, we offer the ability to accumulate savings and provide an income stream for retirement and other purposes through mutual funds, individual variable annuities, registered index-linked annuities (“RILAs”) and bank products; and |

| --- | --- | --- |

| | ● | To retirement and non-retirement businesses, we offer trust and custody services. |

| --- | --- | --- |

Workplace Savings and Retirement Solutions (“WSRS”)

We offer a wide variety of investment and administrative products and services for defined contribution plans, including 401(k) and 403(b) plans; defined benefit plans; nonqualified executive benefit plans and stock services, including ESOPs and equity compensation.

Products

WSRS products respond to the needs of plan sponsors seeking both administrative and investment services for defined contribution plans or defined benefit plans.

The investment component of both the defined contribution and defined benefit plans may be in the form of a guaranteed account, separate account, a mutual fund offering or a collective investment trust.

In addition, defined contribution plan sponsors may also offer their own employer securities as an investment option under the plan.

We deliver both administrative and investment services to our defined contribution plan and defined benefit plan customers through annuity contracts, collective investment trusts and mutual funds.

Group annuity contracts and collective investment trusts used to fund qualified plans are not required to be registered with the United States Securities and Exchange Commission (“SEC”).

Disclosure concerning legal proceedings can be found in Item 8.

“Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 16, Contingencies, Guarantees, Indemnifications and Leases” under the caption, “Litigation and Regulatory Contingencies” and Item 8.

“Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 14, Income Taxes” under the caption, “Other Tax Information,” which are incorporated here by this reference.

Information about our Executive Officers

The following information is furnished with respect to our executive officers, each of whom is elected by and serves at the pleasure of the Board.

Vivek Agrawal, 58, has been Executive Vice President and Chief Growth Officer of the Company and Principal Life since March 2023.

Prior to joining the Company and Principal Life, he was a senior partner at McKinsey & Company, where he led consulting practices in both the United States and Asia and contributed to the growth of top-tier asset management, retirement, wealth management and insurance organizations.

Kamal Bhatia, 54, has been the President and Chief Executive Officer of Principal Asset Management of the Company and Principal Life since February 10, 2024 and President and Chief Executive Officer of Principal Funds since August 2019.

Prior to his current position, he was the Global Head of Investments for Principal Asset Management from 2023 to February 2024 and Chief Operating Officer of Principal Asset Management from 2020 to 2023.

Previously, he held leadership roles at OC Private Capital, OppenheimerFunds, TIAA, Mellon Asset Management and Citigroup.

Thomas Cheong, 57, has been Executive Vice President of the Company since January 2021 and President, Principal Asia of the Company since March 2019.

Thomas is from Singapore and is located in our Hong Kong office.

Prior to his current position, he was Senior Vice President of the Company from 2019 to 2020 and served as Vice President, Head of North Asia of the Company from 2015 to 2019.

Previously, he held several leadership roles in various Asia markets at Manulife Financial Corporation and Prudential UK.

George Djurasovic, 54, has been Vice President and Interim General Counsel of the Company and Interim General Counsel of Principal Life since September 3, 2025.

Prior to his current position, he was Vice President and General Counsel for Principal Asset Management of the Company from 2022 to September 2025.

Previously, he served as Global Chief Compliance Officer and Associate Counsel at Artisan Partners Limited Partnership from 2013 to 2022.

Amy Friedrich, 55, has been President of Benefits and Protection since May 2017.

Prior to her current position, she was Senior Vice President of the Specialty Benefits division of U.S. Insurance Solutions from 2015 to 2017.

Kathleen Kay, 63, has been Executive Vice President of the Company and Principal Life since March 2022 and Chief Information Officer of the Company and Principal Life since May 2020.

Prior to her current position, she was Senior Vice President of the Company and Principal Life from 2020 to 2022.

Previously, she was Senior Vice President and Chief Information Officer of Pacific Gas & Electric Company from 2015 to 2020.

Christopher Littlefield, 59, has been President, Retirement and Income Solutions since March 2022.

Prior to his current position, he was Executive Vice President and General Counsel of the Company and Principal Life from 2020 to 2022 and Secretary of the Company and Principal Life from 2020 to 2022.

Previously, he served as President and Chief Executive Officer of Fidelity & Guaranty Life Insurance Holdings from 2014 to 2018, he served as President and Chief Executive Officer at Aviva USA Corporation from 2008 to 2013 and held several leadership roles at AmerUS Group Co.

Kenneth McCullum, 61, has been Executive Vice President and Chief Risk Officer of the Company and Principal Life since April 2023.

Prior to his current position, he was Senior Vice President and Chief Risk Officer from 2020 to 2023 and Vice President and Chief Actuary from 2015 to 2020.

Joel Pitz, 53, has been Executive Vice President & Chief Financial Officer of the Company and Principal Life since May 20, 2025.

Prior to his current position, he was Interim Chief Financial Officer of the Company and Principal Life from August 2024 to May 2025.

Previously, he served as Senior Vice President and Controller of the Company and Principal Life from 2021 to August 2024 and Vice President and Chief Financial Officer of Principal International from May 2016 to August 2021.

Deanna Strable-Soethout, 57, has been Chair of the Board of the Company and Principal Life since September 2, 2025, and President and Chief Executive Officer of the Company and Principal Life since January 8, 2025.

Prior to her current position, she was President and Chief Operating Officer of the Company and Principal Life from August 2024 to January 2025.

Previously, she was Executive Vice President and Chief Financial Officer of the Company and Principal Life from February 2017 to August 2024, Executive Vice President of the Company and Principal Life from 2016 to 2017 and President, U.S. Insurance Solutions of the Company and Principal Life from 2015 to 2017.

PART II

| For the fiscal year ended December 31, [removed: 2024] [added: 2025] | |

As of [removed: January 30, 2025,] [added: February 11, 2026,] there were outstanding [removed: 225,571,329] [added: 216,835,141] shares of Common Stock, $0.01 par value per share of the registrant.

The aggregate market value of the shares of the registrant’s common equity held by non-affiliates of the registrant was approximately [removed: $18.2] [added: $17.7] billion based on the closing price of [removed: $78.45] [added: $79.43] per share of Common Stock on June [removed: 28, 2024.][added: 30, 2025.]

The information required to be furnished pursuant to Part III of this Form 10-K is set forth in, and is hereby incorporated by reference herein from, the registrant’s definitive proxy statement for the annual meeting of stockholders to be held on May [removed: 20, 2025,] [added: 19, 2026,] to be filed by the registrant with the United States Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the year ended December 31, [removed: 2024.][added: 2025.]

| [PART I](#PARTI_595562) | | [added: ​ ​ ​] | 4 |

| [Item 1B.](#Item1BUnresolvedStaffComments_382331) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_382331) | ​ | [removed: 35] [added: 32] |

| [Item 1C.](#Item1CCybersecurity_105434) | [Cybersecurity](#Item1CCybersecurity_105434) | ​ | [removed: 35] [added: 32] |

| [Item 2.](#Item2Properties_88826) | [Properties](#Item2Properties_88826) | ​ | [removed: 36] [added: 33] |

| [Item 3.](#Item3LegalProceedings_544613) | [Legal Proceedings](#Item3LegalProceedings_544613) | ​ | [removed: 37] [added: 34] |

| [Information about our Executive Officers](#InformationaboutourExecutiveOfficers_107) | | ​ | [removed: 37] [added: 34] |

| [PART II](#PartII) | | ​ | [removed: 38] [added: 35] |

| [Item 5.](#Item5MarketforRegistrantsCommon) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommon) | ​ | [removed: 38] [added: 35] |

| [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | ​ | [removed: 39] [added: 36] |

| [Item 7A.](#Item7AQuantitativeandQualitative) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitative) | ​ | [removed: 71] [added: 68] |

| [Item 8.](#Item8FinancialStatementsandSupple) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupple) | ​ | [removed: 77] [added: 75] |

| ​ | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting](#ReportofIndependent_001) | ​ | [removed: 78] [added: 76] |

| ​ | [Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) | ​ | [removed: 79] [added: 77] |

| ​ | [Consolidated Statements of Financial Position](#ConsolidatedStatementsofFinancialPos) | ​ | [removed: 82] [added: 79] |

| ​ | [Consolidated Statements of Operations](#ConsolidatedStatementsofOperations) | ​ | [removed: 83] [added: 80] |

| ​ | [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensive) | ​ | [removed: 84] [added: 81] |

| ​ | [Consolidated Statements of Stockholders’ Equity](#ConsolidatedStatementsofStockholders) | ​ | [removed: 85] [added: 82] |

| ​ | [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows) | ​ | [removed: 86] [added: 83] |

| ​ | [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_2) | ​ | [removed: 87] [added: 84] |

| [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: 239] [added: 235] |

| [Item 9A.](#Item9AControlsandProcedures) | [Controls and Procedures](#Item9AControlsandProcedures) | ​ | [removed: 239] [added: 235] |

| [Item 9B.](#Item9BOtherInformation_76214) | [Other Information](#Item9BOtherInformation_76214) | ​ | [removed: 239] [added: 235] |

| [PART III](#PARTIII) | | ​ | [removed: 240] [added: 236] |

| [Item 10.](#Item10DirectorsExecutiveOfficers) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers) | ​ | [removed: 240] [added: 236] |

| [Item 11.](#Item11ExecutiveCompensation) | [Executive Compensation](#Item11ExecutiveCompensation) | ​ | [removed: 240] [added: 236] |

| [Item 12.](#Item12Se_26333) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12Se_26333) | ​ | [removed: 240] [added: 236] |

| [Item 13.](#Item13CertainRelationships) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationships) | ​ | [removed: 241] [added: 237] |

| [Item 14.](#Item14PrincipalAccountingFees) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFees) | ​ | [removed: 241] [added: 237] |

| [PART IV](#PARTIV) | | ​ | [removed: 242] [added: 238] |

| [Item 15.](#Item15ExhibitsandFinancialStateme) | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStateme) | ​ | [removed: 242] [added: 238] |

| [Signatures](#Signatures_171764) | | ​ | [removed: 246] [added: 242] |

| [Schedule I — Summary of Investments — Other Than Investments in Related Parties](#ScheduleISummaryofInvestmentsOtherThanIn) | | ​ | [removed: 247] [added: 243] |

| [Schedule II — Condensed Financial Information of Registrant (Parent Only)](#ScheduleIICondensedFinancialInformationo) | | ​ | [removed: 248] [added: 244] |

| [Schedule III — Supplementary Insurance Information](#ScheduleIIISupplementaryInsuranceInforma) | | ​ | [removed: 252] [added: 248] |

| [Schedule IV — Reinsurance](#ScheduleIVReinsurance_187583) | | ​ | [removed: 254] [added: 250] |

| --- | --- |

| --- | --- | --- |

Item 1.

Business

Principal Financial Group, Inc. (“PFG”) is a leader in global financial services offering businesses, individuals and institutional clients a wide range of financial products and services, including retirement, asset management and workplace benefits and protection solutions through our diverse family of financial services companies.

We had $1,663.9 billion in assets under administration (“AUA”), including $712.1 billion in assets under management (“AUM”) as of December 31, 2024.

Our global asset management businesses serve a broad range of institutional, retirement, high net worth, and retail investors worldwide.

Our focused investment teams provide diverse, long-term investment capabilities including equity, fixed income, real estate, and other alternative investments, as well as fund offerings.

Our international asset management and accumulation businesses focus on the opportunities created as aging populations around the world drive increased demand for retirement accumulation, retirement asset management and retirement income management solutions.

In the U.S., we offer a broad array of retirement and employee benefit and insurance solutions to meet the needs of the business owner and their employees.

We are a leading provider of defined contribution plans, nonqualified plans, defined benefit plans and pension risk transfer services.

We are also a leading employee stock ownership plan (“ESOP”) consultant.

In addition, we are one of the largest providers of specialty benefits and insurance solutions for business owners and their employees.

We believe small and medium-sized businesses are an underserved market, offering attractive growth opportunities in the retirement and employee benefit markets.

Our Reportable Segments

We organize our businesses into the following reportable segments:

| | ● | Retirement and Income Solutions; |

| | ● | Principal Asset Management and |

| | ● | Benefits and Protection. |

We also have a Corporate segment, which consists of the assets and activities that have not been allocated to any other segment.

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.

See Item 8.

“Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 20, Segment Information” for financial results of our segments.

Retirement and Income Solutions Segment

Our asset accumulation activities in the U.S. date back to the 1940s when we first began providing pension plan products and services.

We offer a comprehensive portfolio of products and services for retirement savings along with select products for retirement income:

| | ● | To businesses of all sizes, we offer products and services for defined contribution plans, including 401(k) and 403(b) plans; defined benefit plans; nonqualified executive benefit plans; stock services, including ESOPs and equity compensation; and pension risk transfer services; |

| | ● | To large institutional clients, we also offer investment only products, including guaranteed investment contracts (“GICs”); |

| | ● | To employees of businesses and other individuals, we offer the ability to accumulate savings and provide an income stream for retirement and other purposes through mutual funds, individual variable annuities, registered index-linked annuities (“RILAs”) and bank products; and |

| | ● | To retirement and non-retirement businesses, we offer trust and custody services. |

Workplace Savings and Retirement Solutions (“WSRS”)

We offer a wide variety of investment and administrative products and services for defined contribution plans, including 401(k) and 403(b) plans; defined benefit plans; nonqualified executive benefit plans and stock services, including ESOPs and equity compensation.

Products

WSRS products respond to the needs of plan sponsors seeking both administrative and investment services for defined contribution plans or defined benefit plans.

The investment component of both the defined contribution and defined benefit plans may be in the form of a guaranteed account, separate account, a mutual fund offering or a collective investment trust.

In addition, defined contribution plan sponsors may also offer their own employer securities as an investment option under the plan.

We deliver both administrative and investment services to our defined contribution plan and defined benefit plan customers through annuity contracts, collective investment trusts and mutual funds.

Numerous members of management and employees across the information security and risk functions hold nationally recognized designations and certifications, including [added: certifications from] the [removed: Certified] [added: International] Information [removed: Systems] [added: System] Security [removed: Professional designation,] [added: Consortium, the Information Systems Audit and Control Association and] Global Information Assurance [removed: Certifications and Amazon Web Services Cloud Certifications.][added: Certification body.]

“Business — Risk Management.” As a general matter, we take a proactive approach to assessing and monitoring cybersecurity-specific risks that [removed: is] [added: are] oriented around monitoring emerging external threats, ensuring controls are in place to identify and manage risk within our technology environment and creating a culture of vigilance across the organization.

We test for and resolve vulnerabilities within our systems and applications by using network and infrastructure vulnerability testing and adversary emulation, also known as red [removed: teaming] [added: teaming,] and hire a third party to do the same at least once a year.

We perform due diligence and monitor third party relationships to assess the suitability of their cybersecurity controls and protocols based on risk [removed: profile] [added: profiles] for the business operations or services for which they are engaged.

We provide role-based security training for workers with information security responsibilities, covering specialized topics and general threats such as social engineering tactics that could lead to system compromise or data loss.

We also provide role-based security training to workers with assigned information security-related roles and responsibilities.

This includes topics on social engineering tactics and other general threats posed for system compromise and data loss.

“Risk Factors.”

Item 2.

Properties

As of December 31, 2024, we owned properties at our world headquarters complex in Des Moines, Iowa, and leased space for various offices located throughout the U.S. and internationally.

We believe that our owned and leased properties are suitable and adequate for our current business operations.

Item 3.

Legal Proceedings

Disclosure concerning legal proceedings can be found in Item 8.

“Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 16, Contingencies, Guarantees, Indemnifications and Leases” under the caption, “Litigation and Regulatory Contingencies” and Item 8.

“Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 14, Income Taxes” under the caption, “Other Tax Information,” which are incorporated here by this reference.

Information about our Executive Officers

The following information is furnished with respect to our executive officers, each of whom is elected by and serves at the pleasure of the Board.

Vivek Agrawal, 57, has been Executive Vice President and Chief Growth Officer of the Company and Principal Life since March 2023.

Prior to joining the Company and Principal Life, he was a senior partner at McKinsey & Company, where he led consulting practices in both the United States and Asia and contributed to the growth of top-tier asset management, retirement, wealth management and insurance organizations.

Kamal Bhatia, 53, has been the President and Chief Executive Officer of Principal Asset Management of the Company and Principal Life since February 10, 2024 and President and Chief Executive Officer of Principal Funds since August 2019.

Prior to his current position, he was the Global Head of Investments for Principal Asset Management from 2023 to February 2024 and Chief Operating Officer of Principal Asset Management from 2020 to 2023.

Previously, he held leadership roles at OC Private Capital, OppenheimerFunds, TIAA, Mellon Asset Management and Citigroup.

Thomas Cheong, 56, has been Executive Vice President of the Company since January 2021 and President, Principal Asia of the Company since March 2019.

Thomas is from Singapore and is located in our Hong Kong office.

Prior to his current position, he was Senior Vice President of the Company from 2019 to 2020 and served as Vice President, Head of North Asia of the Company from 2015 to 2019.

Previously, he held several leadership roles in various Asia markets at Manulife Financial Corporation and Prudential UK.

Amy Friedrich, 54, has been President of Benefits and Protection since May 2017.

Prior to her current position, she was Senior Vice President of the Specialty Benefits division of U.S. Insurance Solutions from 2015 to 2017 and Vice President of Specialty Benefits from 2008 to 2015.

Daniel Houston, 63, was a director of the Company and Principal Life and Chief Executive Officer of the Company and Principal Life from August 2015 until his retirement effective January 7, 2025.

Prior to holding these positions, he held the same positions except was Chief Operating Officer (and not Chief Executive Officer) from 2014 to 2015 and was President of the Company and Principal Life from 2014 to August 2024.

Previously, he served as President, Retirement, Insurance and Financial Services of the Company and Principal Life from 2010 to 2014 and held several leadership roles in Retirement and Income Solutions of the Company and Principal Life.

He currently serves as Executive Chairman of the Company and Principal Life.

Kathleen Kay, 62, has been Executive Vice President of the Company and Principal Life since March 2022 and Chief Information Officer of the Company and Principal Life since May 2020.

Prior to her current position, she was Senior Vice President of the Company and Principal Life from 2020 to 2022.

Previously, she was Senior Vice President and Chief Information Officer of Pacific Gas & Electric Company from 2015 to 2020, Enterprise Chief Technology Officer at SunTrust from 2012 to 2015 and held leadership roles at Comerica Bank and OnStar of General Motors.

Natalie Lamarque, 48, has been Executive Vice President and General Counsel of the Company and Principal Life since July 2022 and Secretary of the Company and Principal Life since October 2022.

Prior to her current position, she was with New York Life Insurance Company in various roles, including General Counsel from 2020 to 2022 and Deputy General Counsel from 2019 to 2020, both while a Senior Vice President; Vice President in Corporate Compliance from 2016 to 2019; and Associate General Counsel from 2014 to 2016.

Previously, she served as an Assistant U.S. Attorney in the Criminal Division of the U.S. Attorney’s Office of the Southern District of New York and worked as an attorney at Debevoise & Plimpton LLP.

Christopher Littlefield, 58, has been President, Retirement and Income Solutions since March 2022.

Prior to his current position, he was Executive Vice President and General Counsel of the Company and Principal Life from 2020 to 2022 and Secretary of the Company and Principal Life from 2020 to 2022.

Previously, he served as President and Chief Executive Officer of Fidelity & Guaranty Life Insurance Holdings from 2014 to 2018 and held several leadership roles at Aviva USA Corporation and AmerUS Group Co.

Kenneth McCullum, 60, has been Executive Vice President and Chief Risk Officer of the Company and Principal Life since April 2023.

Prior to his current position, he was Senior Vice President and Chief Risk Officer from 2020 to 2023 and Vice President and Chief Actuary from 2015 to 2020.

As of December 31, 2025, we owned properties at our world headquarters complex in Des Moines, Iowa, and leased space for various offices located throughout the U.S. and internationally.

We believe that our owned and leased properties are suitable and adequate for our current business operations.

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 February 11, 2026, there were 186,047 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:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ | ​ | ​ ​ ​ | Total number | ​ ​ ​ | Maximum dollar | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | of shares | ​ | value of shares | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | purchased as | ​ | that may yet be | | |

| ​ | ​ | Total number | ​ | Average | | ​ | part of publicly | ​ | purchased under | | |

| ​ | ​ | of shares | ​ | price paid | | ​ | announced | ​ | the programs | | |

| Period | ​ | purchased (1) | ​ | per share | | ​ | programs | ​ | (in millions) (2) | | ​ |

| January 1, 2025 - January 31, 2025 | | 883,214 | ​ | $ | 80.07 | | 883,214 | ​ | $ | 715.5 | ​ |

| February 1, 2025 - February 28, 2025 | | 778,084 | ​ | $ | 83.13 | | 664,501 | ​ | $ | 2,160.5 | ​ |

| March 1, 2025 - March 31, 2025 | | 1,227,398 | ​ | $ | 85.41 | ​ | 888,509 | ​ | $ | 2,085.8 | ​ |

| April 1, 2025 - April 30, 2025 | | 1,120,281 | ​ | $ | 74.20 | ​ | 1,117,719 | ​ | $ | 2,002.9 | ​ |

| May 1, 2025 - May 31, 2025 | | 821,183 | ​ | $ | 77.83 | ​ | 819,237 | ​ | $ | 1,939.1 | ​ |

| June 1, 2025 - June 30, 2025 | | 45,668 | ​ | $ | 85.90 | ​ | 42,558 | ​ | $ | 1,935.4 | ​ |

| July 1, 2025 - July 31, 2025 | | 856,232 | ​ | $ | 80.10 | ​ | 835,399 | ​ | $ | 1,868.5 | ​ |

| August 1, 2025 - August 31, 2025 | | 582,668 | ​ | $ | 77.18 | ​ | 572,044 | ​ | $ | 1,824.4 | ​ |

| September 1, 2025 - September 30, 2025 | | 1,403,468 | ​ | $ | 81.34 | ​ | 1,402,648 | ​ | $ | 1,710.3 | ​ |

| October 1, 2025 - October 31, 2025 | | 1,252,508 | ​ | $ | 81.22 | ​ | 1,251,788 | ​ | $ | 1,608.6 | ​ |

| November 1, 2025 - November 30, 2025 | | 986,972 | ​ | $ | 83.04 | | 986,786 | ​ | $ | 1,526.7 | ​ |

| December 1, 2025 - December 31, 2025 | | 1,035,897 | ​ | $ | 88.51 | | 1,035,815 | ​ | $ | 1,435.0 | ​ |

| Total | | 10,993,573 | ​ | | ​ | | 10,500,218 | ​ | | ​ | ​ |

| (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 February 2024, our Board authorized a share repurchase program of up to $1.5 billion of our outstanding common stock, which was completed in 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, and is in addition to the $696.5 million that remained under the then-existing share repurchase authorization of 2024. |

| --- | --- |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting](#ReportofIndependentRegisteredPublic) | 76 |

| --- | --- |

| [Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (PCAOB ID: 42) | 77 |

| Audited Consolidated Financial Statements | ​ |

| [Consolidated Statements of Financial Position](#ConsolidatedStatementsofFinancialPos) | 79 |

| [Consolidated Statements of Operations](#ConsolidatedStatementsofOperations) | 80 |

| [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensive) | 81 |

| [Consolidated Statements of Stockholders’ Equity](#ConsolidatedStatementsofStockholders) | 82 |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows) | 83 |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_2) | |

| [1.](#a1NatureofOperationsandSignificantAccoun) [Nature of Operations and Significant Accounting Policies](#a1NatureofOperationsandSignificantAccoun) | 84 |

| [2.](#a2GoodwillandOtherIntangibleAssets_52391) [Goodwill and Other Intangible Assets](#a2GoodwillandOtherIntangibleAssets_52391) | 98 |

| [3.](#a3VariableInterestEntities_60567) [Variable Interest Entities](#a3VariableInterestEntities_60567) | 100 |

| [4.](#a4Investments_337917) [Investments](#a4Investments_337917) | 103 |

| [5.](#a5DerivativeFinancialInstruments_349067) [Derivative Financial Instruments](#a5DerivativeFinancialInstruments_349067) | 122 |

| [6.](#a6ClosedBlock_247915) [Closed Block](#a6ClosedBlock_247915) | 134 |

| [7.](#a7DeferredAcquisitionCostsandOtherActuar) [Deferred Acquisition Costs and Other Actuarial Balances](#a7DeferredAcquisitionCostsandOtherActuar) | 136 |

| [8.](#a8SeparateAccountBalances_621090) [Separate Account Balances](#a8SeparateAccountBalances_621090) | 139 |

| [9.](#a9ContractholderFunds_571707) [Contractholder Funds](#a9ContractholderFunds_571707) | 143 |

| [10.](#a10FuturePolicyBenefitsandClaims_208244) [Future Policy Benefits and Claims](#a10FuturePolicyBenefitsandClaims_208244) | 148 |

| [11.](#a11MarketRiskBenefits_809131) [Market Risk Benefits](#a11MarketRiskBenefits_809131) | 162 |

| [12.](#a12Reinsurance_245377) [Reinsurance](#a12Reinsurance_245377) | 165 |

| [13.](#a13Debt_158395) [Debt](#a13Debt_158395) | 168 |

| [14.](#a14IncomeTaxes_93595) [Income Taxes](#a14IncomeTaxes_93595) | 172 |

| [15.](#a15EmployeeandAgentBenefits_822876) [Employee and Agent Benefits](#a15EmployeeandAgentBenefits_822876) | 178 |

| [16.](#a16ContingenciesGuaranteesIndemnificatio) [Contingencies, Guarantees, Indemnifications and Leases](#a16ContingenciesGuaranteesIndemnificatio) | 189 |

| [17.](#a17StockholdersEquity_897126) [Stockholders’ Equity](#a17StockholdersEquity_897126) | 193 |

| [18.](#a18FairValueMeasurements_71007) [Fair Value Measurements](#a18FairValueMeasurements_71007) | 198 |

| [19.](#a19StatutoryInsuranceFinancialInformatio) [Statutory Insurance Financial Information](#a19StatutoryInsuranceFinancialInformatio) | 214 |

| [20.](#a20SegmentInformation_779271) [Segment Information](#a20SegmentInformation_779271) | 215 |

| [21.](#a21RevenuesfromContractswithCustomers_65) [Revenues from Contracts with Customers](#a21RevenuesfromContractswithCustomers_65) | 225 |

| [22.](#a22StockBasedCompensationPlans_230749) [Stock-Based Compensation Plans](#a22StockBasedCompensationPlans_230749) | 230 |

| [23.](#a23EarningsPerCommonShare_448005) [Earnings Per Common Share](#a23EarningsPerCommonShare_448005) | 234 |

| [24.](#a24SubsequentEvent_478832) [Subsequent Event](#a24SubsequentEvent_478832) | 234 |

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Principal Financial Group, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Principal Financial Group, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Principal Financial Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated February 18, 2026 expressed an unqualified opinion thereon.

Item 9A.

Controls and Procedures

Disclosure Controls and Procedures

In order to ensure the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have adopted disclosure controls and procedures.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file with or submit to the SEC is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer, Deanna D.

Strable-Soethout, and our Interim Chief Financial Officer, Joel M.

Pitz, have reviewed and evaluated our disclosure controls and procedures as of December 31, 2024, and have concluded our disclosure controls and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

Management of Principal Financial Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our Chief Executive Officer, Deanna D.

Pitz, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the _Internal Control — Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our evaluation, management has concluded that Principal Financial Group, Inc.’s internal control over financial reporting was effective as of December 31, 2024.

Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued its report on the effectiveness of our internal control over financial reporting.

The report is included in Item 8.

“Financial Statements and Supplementary Data.”

Changes in Internal Control Over Financial Reporting

We had no change in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

On November 11, 2024, Kamal Bhatia, President and Chief Executive Officer – Principal Asset Management, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 1,657 shares of our common stock until March 31, 2026.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information called for by Item 10 pertaining to directors is set forth in Principal Financial Group, Inc.’s proxy statement relating to the 2025 annual meeting of stockholders (the “Proxy Statement”), which will be filed with the SEC on or about April 7, 2025, under the captions, “Election of Directors,” “Corporate Governance,” and “Security Ownership of Certain Beneficial Owners and Management — Delinquent Section 16(a) Reports.” Such information is incorporated herein by reference.

The information called for by Item 10 pertaining to executive officers can be found in Part I of this Form 10-K under the caption, “Information about our Executive Officers.” The Company has adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer.

The code of ethics has been posted on our internet website, found at _www.principal.com_.

We intend to satisfy disclosure requirements regarding amendments to, or waivers from, any provision of our code of ethics on our website.

The Company has adopted an insider trading policy governing the purchase, sale and/or other disposition of Principal Financial Group, Inc. securities by directors, officers and employees.

The Company’s insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the listing requirements and standards set forth by the Nasdaq Global Select Market.

The Company’s insider trading policy is attached hereto as Exhibit 19.

Item 11.

Executive Compensation

The information called for by Item 11 pertaining to executive compensation is set forth in the Proxy Statement under the caption, “Executive Compensation,” and is incorporated herein by reference.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Disclosure Controls and Procedures

In order to ensure the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have adopted disclosure controls and procedures.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file with or submit to the SEC is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer, Deanna D.

Strable-Soethout, and our Chief Financial Officer, Joel M.

Pitz, have reviewed and evaluated our disclosure controls and procedures as of December 31, 2025, and have concluded our disclosure controls and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

Management of Principal Financial Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our Chief Executive Officer, Deanna D.

Strable-Soethout, and our Chief Financial Officer, Joel M.

Pitz, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the _Internal Control — Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our evaluation, management has concluded that Principal Financial Group, Inc.’s internal control over financial reporting was effective as of December 31, 2025.

Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued its report on the effectiveness of our internal control over financial reporting.

The report is included in Item 8.

“Financial Statements and Supplementary Data.”

Changes in Internal Control Over Financial Reporting

We had no change in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None.

PART III

The information called for by Item 10 pertaining to directors is set forth in Principal Financial Group, Inc.’s proxy statement relating to the 2026 annual meeting of stockholders (the “Proxy Statement”), which will be filed with the SEC on or about April 6, 2026, under the captions, “Election of Directors,” “Corporate Governance,” and “Security Ownership of Certain Beneficial Owners and Management — Delinquent Section 16(a) Reports.” Such information is incorporated herein by reference.

The information called for by Item 10 pertaining to executive officers can be found in Part I of this Form 10-K under the caption, “Information about our Executive Officers.” The Company has adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer.

The code of ethics has been posted on our internet website, found at _www.principal.com_.

We intend to satisfy disclosure requirements regarding amendments to, or waivers from, any provision of our code of ethics on our website.

The Company has adopted an insider trading policy governing the purchase, sale and/or other disposition of Principal Financial Group, Inc. securities by directors, officers and employees.

The Company’s insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the listing requirements and standards set forth by the Nasdaq Global Select Market.

The Company’s insider trading policy is attached hereto as Exhibit 19.

The information called for by Item 11 pertaining to executive compensation is set forth in the Proxy Statement under the caption, “Executive Compensation,” and is incorporated herein by reference.

The information called for by Item 12 pertaining to security ownership of certain beneficial owners and management is set forth in the Proxy Statement under the caption, “Security Ownership of Certain Beneficial Owners and Management,” and is incorporated herein by reference.

Equity Compensation Plan Information

In general, we have two compensation plans under which our equity securities are authorized for issuance to employees or directors (not including our tax qualified pension plans): the Principal Financial Group, Inc. 2021 Stock Incentive Plan and the Principal Financial Group, Inc. Employee Stock Purchase Plan.

The following table shows the number of shares of common stock issuable upon exercise of options outstanding as of December 31, 2025, the weighted average exercise price of those options and the number of shares of common stock remaining available for future issuance as of December 31, 2025, excluding shares issuable upon exercise of outstanding options.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ ​ ​ | (a) | ​ ​ ​ | (b) | | ​ ​ ​ | (c) | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Number of securities | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | remaining available for | |

| ​ | ​ | Number of securities | ​ | Weighted-average | | ​ | future issuance under | |

| ​ | ​ | to be issued upon | ​ | exercise price of | | ​ | equity compensation | |

| ​ | ​ | exercise of outstanding | ​ | outstanding | | ​ | plans (excluding | |

| ​ | ​ | options, warrants | ​ | options, warrants | | ​ | securities reflected | |

| Plan Category | ​ | and rights | ​ | and rights | | ​ | in column (a)) | |

| Equity compensation plans approved by our stockholders (1) | | 6,186,949 | (2) | $ | 56.76 | (3) | 21,204,424 | (4) |

| Equity compensation plans not approved by our stockholders | | — | ​ | | n/a | | — | ​ |

| (1) | The Principal Financial Group, Inc. Employee Stock Purchase Plan, the Principal Financial Group, Inc. Stock Incentive Plan and the Principal Financial Group, Inc. Directors Stock Plan were each approved by our sole stockholder, Principal Mutual Holding Company, prior to our initial public offering of common stock on October 22, 2001. Subsequently, the Principal Financial Group, Inc. 2005 Stock Incentive Plan and the Principal Financial Group, Inc. 2005 Directors Stock Plan were each approved by our stockholders on May 17, 2005. An amendment to the Principal Financial Group, Inc. Employee Stock Purchase Plan to increase the number of shares available for issuance under the plan was approved on May 19, 2009. On May 18, 2010, our shareholders approved the 2010 Stock Incentive Plan, which replaced the 2005 Stock Incentive Plan. The 2010 Stock Incentive Plan was subsequently renamed the Amended and Restated 2010 Stock Incentive Plan. On May 20, 2014, our shareholders approved the Principal Financial Group, Inc. 2014 Stock Incentive Plan and the Principal Financial Group, Inc. 2014 Directors Stock Plan. On May 19, 2020, our shareholders approved the Principal Financial Group, Inc. 2020 Directors Stock Plan. On May 18, 2021, our shareholders approved the Principal Financial Group, Inc. 2021 Stock Incentive Plan. |

| --- | --- |

| (2) | Includes 1,867,782 options outstanding under the employee stock incentive plans, 921,407 performance shares under the employee stock incentive plans, 3,156,608 restricted stock units under the employee stock incentive plans, 185,873 restricted stock units under the directors stock plans and 55,279 other stock-based awards under the director stock plans for obligations under the Deferred Compensation Plan for Non-Employee Directors of Principal Financial Group, Inc. |

| --- | --- |

| (3) | The weighted-average exercise price relates only to outstanding stock options, not to outstanding performance shares, restricted stock units or other stock-based awards. |

| --- | --- |

| (4) | This number includes 2,149,581 shares remaining for issuance under the Employee Stock Purchase Plan and 19,054,843 shares available for issuance in respect of future awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards under the 2021 Stock Incentive Plan. |

| --- | --- |

The information called for by Item 13 pertaining to certain relationships and related transactions is set forth in the Proxy Statement under the captions, “Corporate Governance — Director Independence,” and “Corporate Governance — Certain Relationships and Related Party Transactions,” and is incorporated herein by reference.

The information called for by Item 14 pertaining to principal accounting fees and services is set forth in the Proxy Statement under the caption, “Ratification of Independent Public Accounting Firm,” and is incorporated herein by reference.

PART IV

| a. | Documents filed as part of this report. |

| --- | --- |

1.

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

2.

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.

3.

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](https://www.sec.gov/Archives/edgar/data/1126328/000110465912077072/a12-26271_1ex2d1.htm) | ​ | 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](https://www.sec.gov/Archives/edgar/data/1126328/000110465919026296/a19-6590_1ex2d1.htm) | ​ | 10-Q | ​ | May 2, 2019 |

| 3.1 | ​ | [Amended and Restated Certificate of Incorporation of Principal Financial Group, Inc.](https://www.sec.gov/Archives/edgar/data/1126328/000095012305007465/y09799exv3w1.txt) | ​ | 8-K | ​ | June 17, 2005 |

| 3.2 | ​ | [Amended and Restated By-Laws of Principal Financial Group, Inc.](https://www.sec.gov/Archives/edgar/data/1126328/000112632818000114/ex99-principalamendedresta.htm) | ​ | 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](https://www.sec.gov/Archives/edgar/data/1126328/000095012401502507/c61785a1ex4-1.txt) | ​ | 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](https://www.sec.gov/Archives/edgar/data/1126328/000095013706011093/c09144exv4w1.htm) | ​ | 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](https://www.sec.gov/Archives/edgar/data/1126328/000095013706011093/c09144exv4w2.htm) | ​ | 8-K | ​ | October 17, 2006 |

| 4.2.2 | ​ | [6.05% Senior Note ($500,000,000) due October 15, 2036](https://www.sec.gov/Archives/edgar/data/1126328/000095013706011093/c09144exv4w3.htm) | ​ | 8-K | ​ | October 17, 2006 |

| 4.2.3 | ​ | [6.05% Senior Note ($100,000,000) due October 15, 2036](https://www.sec.gov/Archives/edgar/data/1126328/000095013706013279/c10500exv4w1.htm) | ​ | 8-K | ​ | December 6, 2006 |

| 4.2.4 | ​ | [Guarantee from Principal Financial Services, Inc. with respect to the 6.05% Senior Notes due 2036](https://www.sec.gov/Archives/edgar/data/1126328/000095013706011093/c09144exv4w4.htm) | ​ | 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](https://www.sec.gov/Archives/edgar/data/1126328/000110465909034231/a09-13932_1ex4d1.htm) | ​ | 8-K | ​ | May 21, 2009 |