Item 15. Exhibits and Financial Statement Schedules
52K characters. Original on sec.gov · Markdown
Item 15. Exhibits and Financial Statement Schedules
| a. | Documents filed as part of this report. |
|---|
- Financial Statements (see Item 8. Financial Statements and Supplementary Data)
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Audited Consolidated Financial Statements
Consolidated Statements of Financial Position
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
- Schedule I — Summary of Investments — Other Than Investments in Related Parties
Schedule II — Condensed Financial Information of Registrant (Parent Only)
Schedule III — Supplementary Insurance Information
Schedule IV — Reinsurance
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
- Exhibits
Index of Exhibits
(Item 15.a.3.)
Paper copies of exhibits will be provided to shareholders upon reasonable request and upon payment of reasonable copying and mailing expenses.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | PRINCIPAL FINANCIAL GROUP, INC. | |
|---|---|---|
| | | |
| Dated: February 18, 2026 | By | /s/ JOEL M. PITZ Joel M. Pitz Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Dated: February 18, 2026
| By | /s/ DEANNA D. STRABLE-SOETHOUT | | By | /S/ H. ELIZABETH MITCHELL |
|---|---|---|---|---|
| | Deanna D. Strable-Soethout | | | H. Elizabeth Mitchell |
| | Chair, President, Chief Executive Officer and Director | | | Director |
| | | | | |
| By | /s/ JOEL M. PITZ | | By | /S/ CLAUDIO N. MURUZABAL |
| | Joel M. Pitz | | | Claudio N. Muruzabal |
| | Executive Vice President and Chief | | | Director |
| | Financial Officer (Principal Financial Officer and | | | |
| | Principal Accounting Officer) | | | |
| | | | | |
| By | /s/ JONATHAN S. AUERBACH | | By | /S/ DIANE C. NORDIN |
| | Jonathan S. Auerbach | | | Diane C. Nordin |
| | Director | | | Director |
| | | | | |
| By | /s/ MARY E. BEAMS | | By | /S/ BLAIR C. PICKERELL |
| | Mary E. Beams | | | Blair C. Pickerell |
| | Director | | | Director |
| | | | | |
| By | /s/ JOCELYN CARTER-MILLER | | By | /s/ CLARE S. RICHER |
| | Jocelyn Carter-Miller | | | Clare S. Richer |
| | Director | | | Director |
| | | | | |
| By | /s/ ROGER C. HOCHSCHILD | | By | /s/ ALREDO RIVERA |
| | Roger C. Hochschild | | | Alfredo Rivera |
| | Director | | | Director |
| | | | | |
| By | /S/ SCOTT M. MILLS | | | |
| | Scott M. Mills | | | |
| | Director | | | |
Schedule I - Summary of Investments - Other Than Investments in Related Parties
December 31, 2025
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | Amount as | ||
| | | | | | | | | shown in the | ||
| | | | | | | | | consolidated | ||
| | | | | | | | | statement of | ||
| | | | | | Fair | | financial | |||
| Type of Investment | | Cost | | value | | position | ||||
| | | (in millions) | ||||||||
| Fixed maturities, available-for-sale: | | | | | | | | | | |
| U.S. Treasury securities and obligations of U.S. government corporations and agencies | | $ | 2,126.2 | | $ | 1,867.6 | | $ | 1,867.6 | |
| States, municipalities and political subdivisions | | | 8,107.8 | | | 7,138.7 | | | 7,138.7 | |
| Foreign governments | | | 554.7 | | | 517.7 | | | 517.7 | |
| Public utilities | | | 6,042.4 | | | 4,857.5 | | | 4,857.5 | |
| Redeemable preferred stock | | | 250.1 | | | 237.5 | | | 237.5 | |
| All other corporate bonds | | | 33,575.1 | | | 32,452.5 | | | 32,452.5 | |
| Residential mortgage-backed pass-through securities | | | 3,868.4 | | | 3,805.1 | | | 3,805.1 | |
| Commercial mortgage-backed securities | | | 5,659.6 | | | 5,371.6 | | | 5,371.6 | |
| Collateralized debt obligations | | | 6,417.4 | | | 6,422.3 | | | 6,422.3 | |
| Other debt obligations | | | 10,981.2 | | | 10,690.2 | | | 10,690.2 | |
| Unallocated portfolio layer method basis adjustment | | | (16.9) | | | — | | | — | |
| Total fixed maturities, available-for-sale | | | 77,566.0 | | | 73,360.7 | | | 73,360.7 | |
| Fixed maturities, trading | | | 1,243.8 | | | 1,243.8 | | | 1,243.8 | |
| Equity securities: | | | | | | | | | | |
| Banks, trust and insurance companies | | | 391.2 | | | 391.2 | | | 391.2 | |
| Public utilities | | | 0.5 | | | 0.5 | | | 0.5 | |
| Industrial, miscellaneous and all other | | | 1,592.3 | | | 1,592.3 | | | 1,592.3 | |
| Other corporate | | | 143.1 | | | 143.1 | | | 143.1 | |
| Non-redeemable preferred stock | | | 110.2 | | | 110.2 | | | 110.2 | |
| Total equity securities | | | 2,237.3 | | | 2,237.3 | | | 2,237.3 | |
| Mortgage loans | | | 21,008.3 | | XXXX | | | 21,008.3 | | |
| Real estate, net: | | | | | | | | | | |
| Real estate acquired in satisfaction of debt | | | 1.3 | | XXXX | | | 1.3 | | |
| Other real estate | | | 2,408.4 | | XXXX | | | 2,408.4 | | |
| Policy loans | | | 866.7 | | XXXX | | | 866.7 | | |
| Other investments | | | 9,775.0 | | XXXX | | | 9,775.0 | | |
| Total investments | | $ | 115,106.8 | | XXXX | | $ | 110,901.5 | |
Schedule II - Condensed Financial Information of Registrant (Parent Only)
Statements of Financial Position
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| | | 2025 | | 2024 | | ||
| | | (in millions) | |||||
| Assets | | | | | | | |
| Fixed maturities, available-for-sale | | $ | 13.4 | | $ | 14.5 | |
| Other investments | | | 12.6 | | | 12.1 | |
| Cash and cash equivalents | | | 110.4 | | | 31.8 | |
| Income taxes currently receivable | | | 0.9 | | 1.9 | | |
| Deferred income taxes | | | 276.6 | | 283.0 | | |
| Amounts receivable from subsidiaries | | | 19.7 | | 15.8 | | |
| Other assets | | | 30.4 | | 22.3 | | |
| Investment in unconsolidated entities | | | 15,663.3 | | 14,987.1 | | |
| Total assets | | $ | 16,127.3 | | $ | 15,368.5 | |
| | | | | | | | |
| Liabilities | | | | | | | |
| Long-term debt | | $ | 3,923.4 | | $ | 3,930.6 | |
| Accrued investment payable | | | 35.1 | | 30.6 | | |
| Pension liability | | | 272.2 | | | 308.4 | |
| Other liabilities | | | 12.7 | | | 12.5 | |
| Total liabilities | | | 4,243.4 | | 4,282.1 | | |
| | | | | | | | |
| Stockholders’ equity | | | | | | | |
| Common stock, par value $0.01 per share; 2,500,000,000 shares authorized; 496,884,232 and 494,734,908 shares issued as of 2025 and 2024; 217,380,912 and 226,225,161 shares outstanding as of 2025 and 2024 | | | 5.0 | | 4.9 | | |
| Additional paid-in capital | | | 11,275.4 | | 11,100.9 | | |
| Retained earnings | | | 18,071.3 | | 17,583.5 | | |
| Accumulated other comprehensive loss | | | (4,188.4) | | (5,224.8) | | |
| Treasury stock, at cost (279,503,320 and 268,509,747 shares as of 2025 and 2024) | | | (13,279.4) | | (12,378.1) | | |
| Total stockholders’ equity attributable to Principal Financial Group, Inc. | | | 11,883.9 | | 11,086.4 | | |
| Total liabilities and stockholders’ equity | | $ | 16,127.3 | | $ | 15,368.5 | |
See accompanying notes.
Statements of Operations
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | For the year ended December 31, | ||||||||
| | | 2025 | | 2024 | | 2023 | ||||
| | | (in millions) | ||||||||
| Revenues | | | | | | | | | | |
| Net investment income | | $ | 3.2 | | $ | 7.9 | | $ | 14.7 | |
| Net realized capital gains | | | 0.3 | | | — | | | — | |
| Total revenues | | | 3.5 | | | 7.9 | | | 14.7 | |
| | | | | | | | | | | |
| Expenses | | | | | | | | | | |
| Other operating costs and expenses | | | 227.7 | | | 207.5 | | | 224.0 | |
| Total expenses | | | 227.7 | | | 207.5 | | | 224.0 | |
| | | | | | | | | | | |
| Loss before income taxes | | | (224.2) | | | (199.6) | | | (209.3) | |
| Income tax benefits | | | (46.3) | | | (31.8) | | | (44.7) | |
| Equity in the net income of subsidiaries | | | 1,363.0 | | | 1,738.8 | | | 787.8 | |
| | | | | | | | | | | |
| Net income attributable to Principal Financial Group, Inc. | | $ | 1,185.1 | | $ | 1,571.0 | | $ | 623.2 | |
See accompanying notes.
Statements of Cash Flows
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | For the year ended December 31, | ||||||||
| | | 2025 | | 2024 | | 2023 | ||||
| | | (in millions) | ||||||||
| Operating activities | | | | | | | | | | |
| Net income | | $ | 1,185.1 | | $ | 1,571.0 | | $ | 623.2 | |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | | |
| Net realized capital gains | | | (0.3) | | | — | | | — | |
| Stock-based compensation | | | 1.6 | | | 1.6 | | | 1.7 | |
| Equity in the net income of subsidiaries | | | (1,363.0) | | | (1,738.8) | | | (787.8) | |
| Changes in: | | | | | | | | | | |
| Net cash flows for trading securities and equity securities with operating intent | | | 388.7 | | | — | | | — | |
| Current and deferred income taxes (benefits) | | | 13.5 | | | (33.5) | | | (10.7) | |
| Other | | | 1.8 | | | 47.1 | | | 27.0 | |
| Net cash provided by (used in) operating activities | | | 227.4 | | | (152.6) | | | (146.6) | |
| Investing activities | | | | | | | | | | |
| Fixed maturities available-for-sale and equity securities with intent to hold: | | | | | | | | | | |
| Maturities | | | 1.6 | | | 1.4 | | | 1.9 | |
| Net purchases of property and equipment | | | — | | | — | | | (0.1) | |
| Net change in other investments | | | (0.5) | | | — | | | 0.6 | |
| Dividends and returns of capital received from unconsolidated entities | | | 1,793.1 | | | 1,545.4 | | | 1,239.0 | |
| Net cash provided by investing activities | | | 1,794.2 | | | 1,546.8 | | | 1,241.4 | |
| Financing activities | | | | | | | | | | |
| Issuance of common stock | | | 43.7 | | | 67.7 | | | 57.8 | |
| Acquisition of treasury stock | | | (902.7) | | | (1,042.4) | | | (740.4) | |
| Dividends to common stockholders | | | (684.0) | | | (658.4) | | | (625.5) | |
| Principal repayments of long-term debt | | | (400.0) | | | — | | | (700.0) | |
| Issuance of long-term debt | | | — | | | — | | | 691.5 | |
| Net cash used in financing activities | | | (1,943.0) | | | (1,633.1) | | | (1,316.6) | |
| | | | | | | | | | | |
| Net increase (decrease) in cash and cash equivalents | | | 78.6 | | | (238.9) | | | (221.8) | |
| Cash and cash equivalents at beginning of year | | | 31.8 | | | 270.7 | | | 492.5 | |
| | | | | | | | | | | |
| Cash and cash equivalents at end of year | | $ | 110.4 | | $ | 31.8 | | $ | 270.7 | |
See accompanying notes.
(1) Basis of Presentation
The accompanying condensed financial information should be read in conjunction with the consolidated financial statements and notes thereto of Principal Financial Group, Inc.
In the parent company only financial statements, our investment in unconsolidated entities is stated at cost plus equity in undistributed earnings of subsidiaries.
Principal Financial Group, Inc. sponsors nonqualified benefit plans for select employees and agents and is responsible for the obligations of these plans. Nonqualified plan assets are held in Rabbi trusts for the benefit of all nonqualified plan participants. The invested assets and benefit plan liabilities reported in the statements of financial position exclude amounts held in these trusts. The Rabbi trusts had $1,064.7 million and $1,014.5 million of plan assets and $865.5 million and $827.0 million of benefit plan liabilities as of December 31, 2025 and 2024, respectively.
(2) Dividends and Returns of Capital Received from Unconsolidated Entities
The parent company received cash dividends and returns of capital totaling $1,793.1 million, $1,545.4 million and $1,239.0 million from subsidiaries in 2025, 2024 and 2023, respectively.
Schedule III - Supplementary Insurance Information
As of December 31, 2025 and 2024 and for each of the years ended December 31, 2025, 2024 and 2023
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | Contractholder | | | | ||
| | | Deferred | | | | | Future policy | | and other | | Market risk | |||||
| | | acquisition | | Market risk | | benefits and | | policyholder | | benefit | ||||||
| Segment | | costs | | benefit asset | | claims | | funds | | liability | ||||||
| | | (in millions) | | | | |||||||||||
| 2025: | | | | | | | | | | | | | | | | |
| Retirement and Income Solutions | | $ | 1,016.5 | | $ | 197.1 | | $ | 32,044.4 | | $ | 38,404.1 | | $ | 66.9 | |
| Principal Asset Management | | | 1.3 | | | — | | | 4,603.7 | | | 440.7 | | | — | |
| Benefits and Protection | | | 3,053.8 | | | — | | | 14,915.2 | | | 7,833.3 | | | — | |
| Corporate | | | — | | | — | | | 186.4 | | | (357.0) | | | — | |
| Total | | $ | 4,071.6 | | $ | 197.1 | | $ | 51,749.7 | | $ | 46,321.1 | | $ | 66.9 | |
| | | | | | | | | | | | | | | | | |
| 2024: | | | | | | | | | | | | | | | | |
| Retirement and Income Solutions | | $ | 957.2 | | $ | 199.5 | | $ | 29,818.3 | | $ | 36,027.0 | | $ | 62.1 | |
| Principal Asset Management | | | 5.9 | | | — | | | 4,129.0 | | | 457.8 | | | — | |
| Benefits and Protection | | | 3,043.8 | | | — | | | 14,046.4 | | | 7,940.8 | | | — | |
| Corporate | | | — | | | — | | | 185.7 | | | (359.6) | | | — | |
| Total | | $ | 4,006.9 | | $ | 199.5 | | $ | 48,179.4 | | $ | 44,066.0 | | $ | 62.1 | |
Schedule III - Supplementary Insurance Information - (continued)
As of December 31, 2025 and 2024 and for each of the years ended December 31, 2025, 2024 and 2023
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | Liability for | | | | | | | | | | ||
| | | | | | | | | Benefits, | | future policy | | Market risk | | Amortization of | | | | | ||||
| | | Premiums and | | Net | | claims and | | benefits | | benefit | | deferred | | Other | ||||||||
| | | other | | investment | | settlement | | remeasurement | | remeasurement | | acquisition | | operating | ||||||||
| Segment | | considerations | | income (2) | | expenses | | (gain) loss | | (gain) loss (1) | | costs | | expenses (2) | ||||||||
| | | (in millions) | | | | |||||||||||||||||
| 2025: | | | | | | | | | | | | | | | | | | | | | | |
| Retirement and Income Solutions | | $ | 2,979.1 | | $ | 3,300.8 | | $ | 5,291.6 | | $ | (17.6) | | $ | 63.1 | | $ | 96.1 | | $ | 1,689.0 | |
| Principal Asset Management | | | 5.9 | | | 586.7 | | | 322.8 | | | (0.4) | | | — | | | 5.0 | | | 1,639.9 | |
| Benefits and Protection | | | 3,800.8 | | | 633.0 | | | 2,929.2 | | | 74.4 | | | — | | | 298.9 | | | 1,221.1 | |
| Corporate | | | (5.4) | | | 210.0 | | | 20.9 | | | — | | | — | | | — | | | 483.8 | |
| Total | | $ | 6,780.4 | | $ | 4,730.5 | | $ | 8,564.5 | | $ | 56.4 | | $ | 63.1 | | $ | 400.0 | | $ | 5,033.8 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 2024: | | | | | | | | | | | | | | | | | | | | | | |
| Retirement and Income Solutions | | $ | 3,136.9 | | $ | 3,061.6 | | $ | 5,183.5 | | $ | (14.5) | | $ | 50.6 | | $ | 95.2 | | $ | 1,685.3 | |
| Principal Asset Management | | | 28.7 | | | 568.3 | | | 423.0 | | | 1.0 | | | (20.3) | | | 1.1 | | | 1,565.4 | |
| Benefits and Protection | | | 3,689.8 | | | 594.5 | | | 2,460.4 | | | 684.9 | | | — | | | 296.2 | | | 1,182.8 | |
| Corporate | | | (5.2) | | | 224.8 | | | 5.7 | | | — | | | — | | | — | | | 537.9 | |
| Total | | $ | 6,850.2 | | $ | 4,449.2 | | $ | 8,072.6 | | $ | 671.4 | | $ | 30.3 | | $ | 392.5 | | $ | 4,971.4 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023: | | | | | | | | | | | | | | | | | | | | | | |
| Retirement and Income Solutions | | $ | 2,935.0 | | $ | 2,674.3 | | $ | 4,653.5 | | $ | (68.5) | | $ | 33.7 | | $ | 95.8 | | $ | 1,590.7 | |
| Principal Asset Management | | | 29.0 | | | 628.6 | | | 477.6 | | | 0.9 | | | (4.6) | | | 1.1 | | | 1,544.2 | |
| Benefits and Protection | | | 3,521.4 | | | 549.5 | | | 2,647.7 | | | 16.0 | | | — | | | 292.9 | | | 1,088.0 | |
| Corporate | | | (14.5) | | | 239.5 | | | 9.4 | | | — | | | — | | | — | | | 459.4 | |
| Total | | $ | 6,470.9 | | $ | 4,091.9 | | $ | 7,788.2 | | $ | (51.6) | | $ | 29.1 | | $ | 389.8 | | $ | 4,682.3 | |
| (1) | The Principal Asset Management segment offered defined contribution plans in Asia with a guarantee on the minimum account balance under certain qualifying events. These were closed in the second quarter of 2024. |
|---|
| (2) | Allocations of net investment income and certain operating expenses are based on a number of assumptions and estimates. Reported operating results would change by segment if different methods were applied. |
|---|
Schedule IV - Reinsurance
As of December 31, 2025, 2024 and 2023 and for each of the years then ended
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | Percentage | |
| | | | | | Ceded to | | Assumed | | | | | of amount | |||
| | | Gross | | other | | from other | | | | | assumed | ||||
| | | amount | | companies | | companies | | Net amount | | to net | |||||
| | | ($ in millions) | |||||||||||||
| 2025: | | | | | | | | | | | | | | | |
| Life insurance in force | | $ | 764,018.1 | | $ | 243,754.0 | | $ | 154.3 | | $ | 520,418.4 | | — | % |
| | | | | | | | | | | | | | | | |
| Premiums: | | | | | | | | | | | | | | | |
| Life insurance and annuities | | $ | 4,544.5 | | $ | 396.3 | | $ | 0.5 | | $ | 4,148.7 | | — | % |
| Accident and health insurance | | | 2,785.3 | | | 153.6 | | | — | | | 2,631.7 | | — | % |
| Total | | $ | 7,329.8 | | $ | 549.9 | | $ | 0.5 | | $ | 6,780.4 | | — | % |
| | | | | | | | | | | | | | | | |
| 2024: | | | | | | | | | | | | | | | |
| Life insurance in force | | $ | 741,781.1 | | $ | 236,556.4 | | $ | 298.8 | | $ | 505,523.5 | | 0.1 | % |
| | | | | | | | | | | | | | | | |
| Premiums: | | | | | | | | | | | | | | | |
| Life insurance and annuities | | $ | 4,674.8 | | $ | 380.8 | | $ | 0.6 | | $ | 4,294.6 | | — | % |
| Accident and health insurance | | | 2,706.4 | | | 150.8 | | | — | | | 2,555.6 | | — | % |
| Total | | $ | 7,381.2 | | $ | 531.6 | | $ | 0.6 | | $ | 6,850.2 | | — | % |
| | | | | | | | | | | | | | | | |
| 2023: | | | | | | | | | | | | | | | |
| Life insurance in force | | $ | 717,991.5 | | $ | 230,126.5 | | $ | 446.6 | | $ | 488,311.6 | | 0.1 | % |
| | | | | | | | | | | | | | | | |
| Premiums: | | | | | | | | | | | | | | | |
| Life insurance and annuities | | $ | 4,384.6 | | $ | 335.1 | | $ | 0.9 | | $ | 4,050.4 | | — | % |
| Accident and health insurance | | | 2,576.7 | | | 156.2 | | | — | | | 2,420.5 | | — | % |
| Total | | $ | 6,961.3 | | $ | 491.3 | | $ | 0.9 | | $ | 6,470.9 | | — | % |
Previous: Item 14. Principal Accounting Fees and Services