Cover and table of contents

7K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

1-16725

(Commission file number)

PRINCIPAL FINANCIAL GROUP, INC**.**

(Exact name of registrant as specified in its charter)

Delaware		42-1520346
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

711 High Street**,** Des Moines**,** Iowa 50392

(Address of principal executive offices)

(515) 247-5111

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	PFG	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The total number of shares of the registrant’s Common Stock, $0.01 par value, outstanding as of April 22, 2026, was 216,012,384.

PRINCIPAL FINANCIAL GROUP, INC.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Statements of Financial Position as of March 31, 2026 (Unaudited) and December 31, 2025	3

	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	4

	Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	5

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	7

	Notes to Unaudited Condensed Consolidated Financial Statements — March 31, 2026	8

	1.Nature of Operations and Significant Accounting Policies	8
	2.Variable Interest Entities	11
	3.Investments	15
	4.Derivative Financial Instruments	33
	5.Deferred Acquisition Costs and Other Actuarial Balances	44
	6.Separate Account Balances	47
	7.Contractholder Funds	51
	8.Future Policy Benefits and Claims	56
	9.Market Risk Benefits	65
	10.Reinsurance	68
	11.Income Taxes	70
	12.Employee and Agent Benefits	71
	13.Contingencies, Guarantees and Indemnifications	72
	14.Stockholders’ Equity	73
	15.Fair Value Measurements	76
	16.Segment Information	92
	17.Revenues from Contracts with Customers	99
	18.Stock-Based Compensation Plans	103
	19.Earnings Per Common Share	105

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	106

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	136

Item 4.	Controls and Procedures	142

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	143

Item 1A.	Risk Factors	143

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	143

Item 5.	Other Information	144

Item 6.	Exhibits	144

Signature		145

PART I — FINANCIAL INFORMATION

Next: Item 1. Financial Statements