PFG 8-K Current Reports

Principal Financial Group 8-K Report, Financial Results (Oct 26, 2026)

Principal Financial Group, Inc. reported third quarter 2026 results in a Form 8-K filed October 26, 2026, furnishing its earnings release as Exhibit 99. Net income attributable to PFG was $631.9 million, or $2.91 per diluted share, compared with $213.8 million, or $0.95 per diluted share, in 3Q25. Non-GAAP operating earnings were $481.8 million, or $2.22 per diluted share, up 6% from $2.10 in the prior-year quarter. Excluding significant variances, non-GAAP operating earnings per diluted share were $2.49, up 7% from $2.32. Non-GAAP net income attributable to PFG, excluding exited business, fell 24% to $354.8 million. The company cited a $276.7 million pre-tax loss tied to the disposition of its Chilean annuities business. The company returned $429 million to shareholders in the quarter, including $250 million of share repurchases and $179 million of common stock dividends. Assets under management were $785.0 billion and assets under administration were $1.8 trillion, with AUM net cash flow of $(10.7) billion for the quarter. Management cited $1.5 billion of excess and available capital. Book value per common share rose to $55.53 from $54.66 at year-end 2025, and non-GAAP book value per common share excluding certain items rose to $57.63 from $57.25. The board raised the fourth quarter 2026 common stock dividend by $0.01 to $0.85 per share, an 8% increase over the fourth quarter 2025 and 7% on a trailing twelve-month basis. Segment results were mixed: Retirement and Income Solutions pre-tax operating earnings fell to $297.8 million, International Pension pre-tax operating earnings fell to $62.4 million on unfavorable encaje returns, and Life Insurance swung to $32.4 million from a loss of $69.0 million. Management stated it is confident in delivering its 2026 outlook.

Oct 26, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Principal Financial Group 8-K Report, Regulation FD Disclosure (Oct 19, 2026)

Principal Financial Group, Inc. (PFG) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on October 19, 2026 to disclose its assets under management (AUM) by asset manager for the quarter ended September 30, 2026, ahead of its quarterly earnings release. Total AUM was $785.0 billion as of September 30, 2026, of which $581.7 billion was managed by Principal Asset Management - Investment Management and $166.2 billion by Principal Asset Management - International Pension. For the quarter, the company stated that a combination of foreign currency translation, market performance, operations disposed, and other items not reported as part of net cash flow had an approximate 1.5% negative impact as a percentage of beginning period AUM. Operations disposed reduced AUM by $2.2 billion in the quarter, primarily due to the sale of the Chile annuity business within Principal Asset Management - International Pension. The filing also highlights exposure considerations during periods of market dislocation, including small, mid-cap, and international equity products, high yield and preferred securities in fixed income, and exchange rate movements in emerging markets. The detailed AUM format will be repeated in the financial supplement for the quarter, expected to be posted to the investor relations website on or about October 26, 2026.

Oct 19, 2026 8-K

Principal Financial Group 8-K Report, Material Agreement (Sep 10, 2026)

Principal Financial Group, Inc. (PFG) disclosed in this Form 8-K that on September 9, 2026, the Company, Principal Financial Services, Inc. (PFSI), and Principal Life Insurance Company (the Borrower) entered into an Amended and Restated Five-Year Credit Facility with a syndicate of banks, with Wells Fargo Bank, N.A. as administrative agent. The facility refinanced the Company's existing revolving credit facility dated October 18, 2022. The new facility allows borrowing of up to $900,000,000, with a commitment termination date of September 9, 2031, subject to up to two 1-year extensions. The amount may be increased to a maximum of $1,300,000,000, subject to conditions including that no Event of Default exists, and lenders are not obligated to fund any increase. The filing states there are currently no borrowings outstanding. Changes include revised commitment fee and margin pricing, removal of the credit spread adjustment previously applicable to Term SOFR borrowings, and additional operational flexibility under certain covenants. Borrowings are unsecured and guaranteed by the Company and PFSI. The credit agreement includes financial covenants requiring the Borrower to maintain minimum Statutory Surplus of $2,885,208,297 and requiring the Company's Total Debt to Total Capital ratio not to exceed 35%. It also contains customary negative covenants, including limits on liens, mergers and dispositions of substantially all assets, along with customary events of default.

Sep 10, 2026 8-K

Principal Financial Group 8-K Report, Financial Results (Jul 27, 2026)

Principal Financial Group, Inc. reported second quarter 2026 results in an 8-K filed July 27, 2026 (Item 2.02, with the earnings release furnished as Exhibit 99). Net income attributable to PFG was $403.4 million, or $1.84 per diluted share, compared with $406.2 million, or $1.79 per diluted share, in 2Q25. Non-GAAP operating earnings rose to $547.0 million, or $2.50 per diluted share, from $489.3 million, or $2.16 per diluted share, a year earlier. Excluding significant variances, non-GAAP operating earnings per diluted share were $2.42, up 17% from $2.07. Segment results were broadly stronger. Retirement and Income Solutions pre-tax operating earnings were $323.3 million, up from $292.1 million, with RIS transfer deposits of $9 billion. International Pension pre-tax operating earnings increased to $97.0 million from $78.5 million, with record AUM of $169 billion. Specialty Benefits pre-tax operating earnings rose to $158.9 million from $127.6 million, with its incurred loss ratio improving to 57.4%. Corporate pre-tax operating losses widened to $95.0 million from $81.2 million. Total assets were $352.8 billion at June 30, 2026, and book value per common share was $56.58, versus $54.66 at year-end 2025. Capital return totaled $427 million in the quarter, including $250 million of share repurchases and $177 million of common stock dividends. The company also announced a third quarter 2026 dividend of $0.84 per share, an increase of $0.02, payable September 25, 2026 to shareholders of record as of September 3, 2026. Management cited $1.6 billion of excess and available capital. Net AUM cash flow was negative $11.1 billion in the quarter, compared with negative $2.6 billion a year earlier.

Jul 27, 2026 8-K

Material AgreementsFinancial EventsOther Events+1

Principal Financial Group 8-K Report, Regulation FD Disclosure (Jul 20, 2026)

Principal Financial Group, Inc. (PFG) filed this Form 8-K on July 20, 2026 under Regulation FD to disclose its quarterly assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of June 30, 2026, total AUM for Principal Financial Group was $808.0 billion, of which $601.9 billion was managed by Principal Asset Management - Investment Management and $168.5 billion by Principal Asset Management - International Pension. The filing states that, for the quarter ended June 30, 2026, a combination of foreign currency translation, market performance, and other items not reported as part of net cash flow had an approximate 6.4% positive impact as a percentage of beginning period AUM. The company also notes its exposure to small and mid-cap and international products in equity AUM, high yield and preferred securities in fixed income AUM, and exchange rate movements in emerging markets, which it flags as relevant during periods of market dislocation and wider return dispersion. The company states that the AUM figures will be presented in the same format within its financial supplement for the quarter ended June 30, 2026, expected to be posted to its investor relations website on or about July 27, 2026.

Jul 20, 2026 8-K

Principal Financial Group 8-K Report, Material Agreement (Jun 1, 2026)

On June 1, 2026, Principal Financial Group, Inc. issued $400,000,000 aggregate principal amount of its 5.300% Senior Notes due 2037. The notes were issued under a Senior Indenture dated May 21, 2009, among the Company, Principal Financial Services, Inc. (PFSI) as guarantor, and The Bank of New York Mellon Trust Company, N.A. as trustee, as supplemented by an Eighteenth Supplemental Indenture dated June 1, 2026. The notes are fully and unconditionally guaranteed by PFSI under a guarantee dated June 1, 2026. The notes were sold under an automatic shelf registration statement on Form S-3 (File Nos. 333-293726 and 333-293726-01) that became effective upon filing with the SEC on February 25, 2026. The sale closed on June 1, 2026. The sale was made under an Underwriting Agreement dated May 27, 2026 with BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acting as representatives of the underwriters. The filing is primarily a debt issuance disclosure. It creates a $400 million direct financial obligation for the Company, and the filing itself does not state how the proceeds will be used.

Jun 1, 2026 8-K

Principal Financial Group 8-K Report, Shareholder Vote Results (May 20, 2026)

Principal Financial Group, Inc. held its annual shareholders meeting on May 19, 2026, and this Form 8-K reports the voting results on four proposals. Shareholders elected five Class I directors, Jonathan S. Auerbach, Mary E. "Maliz" Beams, Jocelyn Carter-Miller, Scott M. Mills, and Claudio N. Muruzabal, to three-year terms expiring at the 2029 annual meeting. Ms. Beams will stand for reelection with the Class II directors at the 2027 annual meeting to keep the distribution of directors across classes as equal as possible, as described in the 2026 Proxy Statement. Shareholders approved the advisory vote on executive compensation, with 143,995,731 votes for, 4,652,158 against, 640,675 abstaining, and 13,652,890 broker non-votes. They also approved the Principal Financial Group, Inc. 2026 Stock Incentive Plan, with 145,770,467 votes for, 3,118,949 against, 399,148 abstaining, and 13,652,890 broker non-votes. The ratification of the appointment of the independent registered public accountants passed with 152,476,036 votes for, 10,211,189 against, and 254,229 abstaining. The report was signed on May 20, 2026 by Christopher Agbe-Davies, Vice President, Associate General Counsel, and Interim Secretary.

May 20, 2026 8-K

Principal Financial Group 8-K Report, Financial Results (Apr 23, 2026)

Principal Financial Group, Inc. reported first quarter 2026 results, as stated in Exhibit 99 to this Form 8-K filed April 23, 2026. Net income attributable to PFG was $424.6 million, or $1.93 per diluted share, compared with $48.1 million, or $0.21 per diluted share, in the first quarter of 2025. Non-GAAP operating earnings were $456.1 million, or $2.07 per diluted share, up 14% from $1.81 in the prior-year quarter. Excluding significant variances, non-GAAP operating earnings per diluted share were $2.17, up 13% from $1.92. The company returned $374 million to shareholders in the quarter, including $200 million of share repurchases and $174 million of common stock dividends. Assets under management were $770.2 billion and assets under administration were $1,788.5 billion at quarter end. AUM net cash flow was $(1.5) billion for the quarter. Segment results were mixed in the release: Retirement and Income Solutions pre-tax operating earnings rose 6%, Investment Management rose 8%, International Pension rose 17%, Specialty Benefits rose 29%, and Life Insurance rose sharply from a low base, while Corporate pre-tax operating losses widened to $(122.1) million. The company reported $1.45 billion of excess and available capital. The company announced a second quarter 2026 common stock dividend of $0.82 per share, an increase of $0.02, payable June 26, 2026 to holders of record as of June 1, 2026. The release states this is an 8% increase over the second quarter 2025 dividend. Management is scheduled to discuss results on a conference call on April 24, 2026 at 10:00 a.m. ET.

Apr 23, 2026 8-K

Principal Financial Group 8-K Report, Regulation FD Disclosure (Apr 20, 2026)

Principal Financial Group, Inc. (PFG) filed this Form 8-K on April 20, 2026 under Regulation FD to disclose its quarterly assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of March 31, 2026, total AUM was $770.2 billion, of which $578.0 billion was managed by Principal Asset Management - Investment Management and $159.6 billion by Principal Asset Management - International Pension. The filing states that for the quarter ended March 31, 2026, a combination of market performance, foreign currency translation, and other items not reported as part of net cash flow had an approximate 1.2% negative impact as a percentage of beginning period AUM. The company also flagged its exposure to small- and mid-cap and international equity products, high yield and preferred securities in fixed income, and exchange rate movements in emerging markets, which may matter during periods of market dislocation and wider dispersion of returns. The company states that the AUM figures will be presented in the same format within its financial supplement for the quarter ended March 31, 2026, expected to be posted to its investor relations website on or about April 23, 2026.

Apr 20, 2026 8-K

Principal Financial Group 8-K Report, Financial Results (Feb 9, 2026)

Principal Financial Group, Inc. (Nasdaq: PFG) reported full-year and fourth-quarter 2025 results on February 9, 2026, per Exhibit 99 to this Form 8-K, and also provided 2026 outlook guidance and announced a raised first-quarter 2026 dividend. For full year 2025, diluted GAAP net income attributable to PFG was $5.25 per share ($1,185 million), while non-GAAP operating earnings per diluted share, excluding significant variances, were $8.55, up 12% and at the high end of the company's 9-12% target. Reported non-GAAP operating earnings per diluted share rose 19% to $8.27. For 4Q25, GAAP net income attributable to PFG was $517 million ($2.32 per diluted share), down 43% from the prior-year quarter, while non-GAAP operating earnings excluding significant variances were $2.24 per share, up 7%. The company returned over $1.5 billion to shareholders in 2025, including $0.9 billion of share repurchases and $0.7 billion of common stock dividends, and ended the year with $1.6 billion of excess and available capital and a statutory risk-based capital ratio of 406% for Principal Life Insurance Company. Assets under management reached $781 billion at year-end, with AUM net cash flow of $(8.8) billion for the full year. Segment performance was mixed: Retirement and Income Solutions and International Pension posted higher trailing-twelve-month pre-tax operating earnings, while Life Insurance was a loss of $(8.2) million for the year. For 2026, management guided to 9-12% annual non-GAAP operating earnings per diluted share growth, 75-85% free capital flow conversion, 15-17% non-GAAP ROE, and $1.5-$1.8 billion of capital deployment, including $0.8-$1.1 billion of share repurchases. The first-quarter 2026 common dividend was raised by $0.01 to $0.80 per share, payable March 27, 2026, to shareholders of record as of March 11, 2026.

Feb 9, 2026 8-K

Principal Financial Group 8-K Report, Regulation FD Disclosure (Jan 22, 2026)

Principal Financial Group, Inc. (Nasdaq: PFG) filed this Item 7.01 Regulation FD report on January 22, 2026 to disclose its assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of December 31, 2025, total AUM for Principal Financial Group was $781.0 billion, of which $593.9 billion was managed by Principal Asset Management - Investment Management and $153.9 billion by Principal Asset Management - International Pension. The total includes $13.0 billion attributable to operations disposed of in the fourth quarter of 2025 within Principal Asset Management - Investment Management. Excluding those disposed operations, the company states that foreign currency translation, market performance, and other items not reported as part of net cash flow had an approximate 1.5% positive impact as a percentage of beginning-period AUM for the quarter ended December 31, 2025. The filing also flags the company's exposure to small- and mid-cap and international equity products, high yield and preferred securities in fixed income, and emerging market exchange rate movements, which may matter during periods of market dislocation. The AUM breakdown will be repeated in the financial supplement for the quarter, expected to be posted on or about February 9, 2026.

Jan 22, 2026 8-K

Principal Financial Group 8-K Report, Financial Results (Oct 27, 2025)

Principal Financial Group reported third-quarter 2025 results on October 27, 2025. GAAP net income attributable to PFG was $213.8 million, or $0.95 per diluted share, compared with a net loss of $(220.0) million, or $(0.95) per diluted share, in the prior-year quarter. Non-GAAP operating earnings were $473.7 million, or $2.10 per diluted share, up 19% from $1.76. Excluding significant variances, non-GAAP operating earnings per diluted share were $2.32, up 13% from $2.05. The filing identifies significant variances in the quarter, including lower-than-expected variable investment income and the impact of the 2025 actuarial assumption review. By segment, Retirement and Income Solutions pre-tax operating earnings were $310.3 million, up 26% from $246.1 million, and Specialty Benefits pre-tax operating earnings were $155.5 million, up 53%. Investment Management pre-tax operating earnings rose 9% to $173.5 million, and International Pension pre-tax operating earnings fell 8% to $101.2 million. Life Insurance posted a pre-tax operating loss of $(69.0) million, compared with a loss of $(37.3) million a year earlier. Capital returns totaled $398 million in the quarter, including $225 million of share repurchases and $173 million of common stock dividends. The company reported $1.6 billion of excess and available capital and said it remains confident in achieving its full-year guidance. Assets under management were $784.3 billion, and assets under administration were $1,792.5 billion. Book value per common share was $52.90, or $55.93 excluding the cumulative change in fair value of funds withheld embedded derivative and AOCI other than foreign currency translation adjustment.

Oct 27, 2025 8-K

Leadership ChangesExhibits & Filings

Principal Financial Group 8-K Report, Regulation FD Disclosure (Oct 16, 2025)

Principal Financial Group, Inc. (PFG) filed this Current Report on Form 8-K dated October 16, 2025, under Item 7.01 (Regulation FD Disclosure) to disclose its assets under management (AUM) by asset manager ahead of its quarterly earnings release. The filing states that total AUM for Principal Financial Group was $784.3 billion as of September 30, 2025, of which $601.6 billion is managed by Principal Asset Management - Investment Management and $150.7 billion by Principal Asset Management - International Pension. The company states that AUM will be presented in the same asset-manager format in its financial supplement for the quarter ended September 30, 2025, which it expects to post to its investor relations website on or about October 27, 2025. The filing is a quarterly disclosure of this kind rather than a new financial result. The filing also highlights the company's exposure during periods of market dislocation and wider return dispersion, pointing to its small- and mid-cap and international equity AUM, high yield and preferred securities in fixed income AUM, and exchange rate movements in emerging markets.

Oct 16, 2025 8-K

Principal Financial Group 8-K Report, Executive Changes (Aug 19, 2025)

Principal Financial Group, Inc. (Nasdaq: PFG) filed this Form 8-K on August 19, 2025 to report a board leadership change. On August 17, 2025, the Board of Directors elected Deanna D. Strable, the Company's President, Chief Executive Officer and a board member, to the additional position of Chair of the Board, effective September 2, 2025. Daniel J. Houston, the current Executive Chairman and former President and Chief Executive Officer, will conclude his service on the Board at that time. The press release attached as Exhibit 99.1 states that Houston had served as chair since 2016 and as president and CEO through January 7, 2025, and that he held his leadership roles during 40 years with the company. Strable joined Principal in 1990, was named president of Benefits & Protection in 2015, served as chief financial officer from 2017 to 2024, became president and chief operating officer, and assumed her current CEO role in January 2025. The release notes she also serves on the board of Elevance Health, Inc. For investors, the filing consolidates the CEO and board chair roles under Strable. The board's lead independent director, Scott Mills, said the board has full confidence in her leadership to accelerate growth and deliver value to customers and shareholders. The filing itself does not describe financial results or compensation changes.

Aug 19, 2025 8-K

Other EventsExhibits & Filings

Principal Financial Group 8-K Report, Financial Results (Jul 28, 2025)

Principal Financial Group, Inc. (Nasdaq: PFG) reported second quarter 2025 results on July 28, 2025, according to an Item 2.02 disclosure furnishing its earnings release as Exhibit 99. GAAP net income attributable to PFG was $406.2 million, or $1.79 per diluted share, up from $353.1 million, or $1.49 per diluted share, in 2Q24. Non-GAAP operating earnings were $489.3 million, or $2.16 per diluted share, compared with $386.1 million, or $1.63, a year earlier. Excluding significant variances, non-GAAP operating earnings per diluted share were $2.07, which the company describes as an 18% increase over the prior year quarter. The company returned $320 million of capital to shareholders in the quarter, including $150 million of share repurchases and $170 million of common stock dividends, and reported $1.4 billion of excess and available capital. Assets under management were $752.7 billion and assets under administration were $1,737.8 billion at quarter end. Management highlighted the return to a ROE at the midpoint of its targeted range. Net cash flow for AUM was negative $2.6 billion in the quarter. The company also announced a third quarter 2025 common stock dividend of $0.78 per share, a 2-cent increase over the second quarter dividend and an 8% increase over the third quarter 2024 dividend, payable September 26, 2025, to holders of record as of September 4, 2025. Segment results were mixed: Retirement and Income Solutions pre-tax operating earnings rose 9% to $292.1 million, Investment Management pre-tax operating earnings rose 18% to $157.9 million, and Life Insurance pre-tax operating earnings fell 15% to $20.0 million. Management will discuss results on a conference call on July 29, 2025.

Jul 28, 2025 8-K

Principal Financial Group 8-K Report, Corporate Update (Jul 17, 2025)

Principal Financial Group, Inc. (Nasdaq: PFG) disclosed in a Form 8-K dated July 17, 2025 that it received notice of an unsolicited "mini-tender" offer from Potemkin Limited to purchase up to 100,000 shares of the Company's common stock at $51.70 per share. The filing states that this offer price is approximately 34.91 percent lower than the $79.43 closing price on June 30, 2025, the last trading date before the July 1, 2025 offer date. The shares subject to the offer represent approximately 0.0004 percent of outstanding common stock as of the offer date. The Company stated that it does not endorse the offer and is not associated with Potemkin, its mini-tender offer, or its offer documents. In Exhibit 99, a press release dated July 17, 2025, Principal recommended that shareholders not tender their shares. Shareholders who have already tendered may withdraw them within 14 days after delivery of their Tender Form, by providing notice as described in the offer documents and before the offer expires. The offer is currently scheduled to expire at 5:00 p.m. Eastern time on Tuesday, September 30, 2025. For investors, the filing is a shareholder-protection notice rather than a change to the Company's operations or financial position. The filing contains no financial results, guidance, or strategic developments. The key takeaway is that the offer price is well below the recent market price, and the Company has advised holders to take no action.

Jul 17, 2025 8-K

Principal Financial Group 8-K Report, Regulation FD Disclosure (Jul 16, 2025)

Principal Financial Group, Inc. (PFG) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on July 16, 2025 to disclose its quarterly assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of June 30, 2025, total assets under management for Principal Financial Group were $752.7 billion. Of this, $579.6 billion was managed by Principal Asset Management - Investment Management and $143.4 billion by Principal Asset Management - International Pension. The filing states that the AUM figures follow the same by-asset-manager format that will appear in the company's financial supplement for the quarter ended June 30, 2025, which is expected to be posted to its investor relations website on or about July 28, 2025. The company notes that non-U.S. AUM is translated into U.S. dollar equivalents using end-of-period spot foreign exchange rates. The filing also highlights the company's allocation to small-cap, mid-cap, international and REIT products within equity AUM, and high yield and preferred securities within fixed income AUM, which management points to as relevant during periods of market dislocation and wider return dispersion.

Jul 16, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Principal Financial Group 8-K Report, Shareholder Vote Results (May 22, 2025)

Principal Financial Group, Inc. held its annual shareholders meeting on May 20, 2025, and this Item 5.07 report sets out the vote results on three matters. Shareholders elected Class III directors to three-year terms expiring at the 2028 annual meeting. The four nominees listed are H. Elizabeth Mitchell, Blair C. Pickerell, Clare S. Richer, and Deanna D. Strable-Soethout. Each received more votes for than against, with Mitchell drawing the largest number of votes against (13,687,750). Shareholders also voted on an advisory resolution to approve executive compensation, which received 142,675,128 votes for, 7,735,191 against, and 545,028 abstentions, with 19,322,185 broker non-votes. The ratification of the appointment of the independent registered public accountants received 160,644,877 votes for, 9,439,069 against, and 193,586 abstentions, with no broker non-votes. The report is signed by Chris Agbe-Davies, Vice President, Associate General Counsel, and Assistant Secretary, and is dated May 21, 2025. The filing reports only the outcome of these shareholder votes. It contains no financial results, guidance, or other operational disclosures.

May 22, 2025 8-K

Principal Financial Group 8-K Report, Executive Changes (May 20, 2025)

On May 19, 2025, Principal Financial Group, Inc. (the "Company") named Joel Pitz Executive Vice President and Chief Financial Officer, effective immediately, as disclosed in this Form 8-K dated May 20, 2025. Pitz, age 52, joined the Company in 1995 and had served as Senior Vice President and Interim Chief Financial Officer since August 2024, after serving as Senior Vice President and Controller from 2021 to August 2024. He succeeds Deanna Strable, who was named President and Chief Executive Officer in January 2025. The filing sets out his compensation: an annual base salary of $552,500, a target annual incentive of 200% of base salary, and a long-term incentive target of $2,348,125 in restricted stock units. The filing also discloses that Kristine Pitz, Director – Accounting and Mr. Pitz's spouse, has been a Company employee since 1995 and received $225,034 in base salary and bonuses in 2024, with compensation approved by the independent Human Resources Committee. The appointment was announced in a news release issued May 20, 2025 (Exhibit 99.1), which describes Pitz's international finance and strategy experience and his prior role as chief accounting officer. The release also notes the Company is Nasdaq-listed (PFG) and had approximately 20,000 employees and about 70 million customers as of March 31, 2025.

May 20, 2025 8-K

Principal Financial Group 8-K Report, Financial Results (Apr 24, 2025)

Principal Financial Group, Inc. (Nasdaq: PFG) reported first quarter 2025 results on April 24, 2025, per an 8-K furnishing its earnings release as Exhibit 99. GAAP net income attributable to PFG was $48.1 million, or $0.21 per diluted share, compared with $532.5 million, or $2.22 per diluted share, in 1Q24. Non-GAAP operating earnings were $414.5 million, or $1.81 per diluted share, versus $1.65 in the prior-year quarter, a 10% increase. Excluding significant variances, non-GAAP operating earnings per diluted share were $1.92, up 10% from $1.75. The company cited lower than expected variable investment income and a GAAP-only regulatory closed block adjustment in Life Insurance as significant variances in the quarter. The company returned $369 million to shareholders in the quarter, including $200 million of share repurchases and $169 million of common stock dividends, and raised its second quarter 2025 common stock dividend to $0.76 per share, a 1-cent increase over the first quarter dividend. Assets under management were $717.9 billion and assets under administration were $1,661.6 billion at quarter end, and the company reported $1.75 billion of excess and available capital. AUM net cash flow was negative $4.4 billion in the quarter, compared with negative $0.6 billion in 1Q24. By segment, Retirement and Income Solutions pre-tax operating earnings rose to $283.7 million from $262.2 million, and Specialty Benefits pre-tax operating earnings increased to $106.2 million from $102.0 million. Investment Management pre-tax operating earnings declined to $116.3 million from $122.2 million, and Corporate pre-tax operating losses widened to $105.6 million from $88.9 million. The company scheduled an earnings call for April 25, 2025, at 10:00 a.m. ET.

Apr 24, 2025 8-K

Principal Financial Group 8-K Report, Regulation FD Disclosure (Apr 17, 2025)

Principal Financial Group, Inc. (PFG) filed this Form 8-K on April 17, 2025 under Item 7.01 (Regulation FD Disclosure) to report its assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of March 31, 2025, total AUM for Principal Financial Group was $717.9 billion, of which $555.8 billion was managed by Principal Asset Management - Investment Management and $133.5 billion by Principal Asset Management - International Pension. The filing states that Principal delivers products and services through a network of focused investment teams and highlights its allocation to small, mid-cap, international, and REIT products in equity AUM, along with high yield and preferred securities in fixed income AUM, as areas of relevance during periods of market dislocation and wider return dispersion. Non-U.S. AUM is translated to U.S. dollars at end-of-period spot exchange rates. The company also states that for the quarter ended March 31, 2025, foreign currency translation, market performance, and other items not reported as part of net cash flow had an approximate 1.4% positive impact as a percentage of beginning period AUM. The amounts will be presented again in the financial supplement for the quarter, expected to be posted on or about April 24, 2025.

Apr 17, 2025 8-K

Financial Events

Principal Financial Group 8-K Report, Financial Obligation (Mar 21, 2025)

Principal Financial Group, Inc. filed this Current Report on Form 8-K on March 21, 2025 under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement). The filing updates investors on a contingent liquidity arrangement the company set up in March 2018, when High Street Funding Trust I, a Delaware statutory trust, issued 400,000 4.111% pre-capitalized trust securities (the 2028 P-Caps) raising $400,000,000. These were redeemable February 15, 2028. Under a Put Option Agreement dated March 15, 2018, the company had the right to require the Trust to buy its 4.111% Senior Notes due 2028 (the 2028 Notes) in exchange for the Trust's portfolio of U.S. Treasury principal and/or interest strips. The company exercised that put option in full on March 19, 2025. As a result, it issued $400,000,000 aggregate principal amount of 2028 Notes to the Trust in exchange for those Eligible Assets. The company also waived its right to repurchase the 2028 Notes and directed the trustee to dissolve the Trust and deliver the 2028 Notes to the P-Cap holders pro rata. The Trust was dissolved on March 20, 2025, and the beneficial holders of the 2028 P-Caps received the 2028 Notes through The Depository Trust Company. For investors, the filing shows that the $400 million contingent funding structure was settled by converting it into direct senior notes of the company, so the obligation now sits directly on the company's balance sheet as debt rather than as a trust-level arrangement.

Mar 21, 2025 8-K

Financial Events

Principal Financial Group 8-K Report, Financial Obligation (Mar 6, 2025)

Principal Financial Group, Inc. (PFG) reported in this Form 8-K, filed March 6, 2025, under Item 2.03 (Creation of a Direct Financial Obligation), that on March 6, 2025 (the "Closing Date") its trust subsidiary, High Street Funding Trust III, completed a private Rule 144A placement of 500,000 Pre-Capitalized Trust Securities ("P-Caps") redeemable February 15, 2055, for an aggregate purchase price of $500,000,000. The trust invested the proceeds in a portfolio of U.S. Treasury principal and/or interest strips. Under a Facility Agreement entered into the same day with the Trust and The Bank of New York Mellon Trust Company, N.A., as notes trustee, the Company holds an Issuance Right to require the Trust to purchase up to $500,000,000 aggregate principal amount of its 5.807% Senior Notes due 2055. In consideration, the Company pays the Trust a facility fee at 1.289% per annum, payable semi-annually from August 15, 2025 through February 15, 2055. The Senior Notes and the Company's obligations under the Facility Agreement and a Trust Expense Reimbursement Agreement are fully, unconditionally and irrevocably guaranteed by Principal Financial Services, Inc. (PFSI). The filing also describes circumstances requiring exercise of the Issuance Right, including if the Company reasonably believes its consolidated stockholders' equity (excluding accumulated other comprehensive income (loss) and non-controlling interests) has fallen below $4 billion, subject to adjustment. Optional redemption before August 15, 2054 is at the greater of par or a make-whole amount, and at par plus accrued interest on or after that date. The P-Caps mandatorily redeem on February 15, 2055 unless redeemed earlier.

Mar 6, 2025 8-K

Other Events

Principal Financial Group 8-K Report, Corporate Update (Feb 26, 2025)

Principal Financial Group, Inc. (PFG) disclosed in this Form 8-K filed February 26, 2025 that it intends to exercise, in full, its put option under a 2018 contingent liquidity arrangement, the Put Option Agreement tied to High Street Funding Trust I. That arrangement was funded by $400,000,000 of 4.111% pre-capitalized trust securities (2028 P-Caps) redeemable February 15, 2028. The exercise is conditional on the offering, sale and settlement of a new issuance of pre-capitalized trust securities maturing in 2055. If completed, the company would issue $400,000,000 aggregate principal amount of its 4.111% Senior Notes due 2028 to the Trust in exchange for the Trust's portfolio of U.S. Treasury principal and/or interest strips. The company would waive its right to repurchase those notes, and direct The Bank of New York Mellon to dissolve the Trust and deliver the 2028 Notes pro rata to holders of the 2028 P-Caps. The company intends to use the proceeds to redeem or repay at or prior to maturity all $400,000,000 of its 3.400% Senior Notes maturing May 15, 2025. The filing states there can be no assurance the transactions will be completed. It is for informational purposes only and is not an offer to sell or a notice of redemption. The new pre-capitalized trust securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption.

Feb 26, 2025 8-K

Principal Financial Group 8-K Report, Financial Results (Feb 6, 2025)

Principal Financial Group, Inc. (Nasdaq: PFG) reported full-year and fourth-quarter 2024 results on February 6, 2025, and announced its 2025 outlook. Full-year 2024 net income attributable to PFG was $1,571 million, or $6.68 per diluted share, compared with $623.2 million, or $2.55 per diluted share, in 2023 on a trailing twelve-month basis. Full-year non-GAAP operating earnings per diluted share, excluding significant variances, were $7.65, up 11%, in line with the company's long-term guidance of 9-12%. Fourth-quarter 2024 net income attributable to PFG was $905.4 million, or $3.92 per diluted share, versus a net loss of $871.7 million in 4Q23, and non-GAAP operating earnings per diluted share excluding significant variances rose 16% to $2.10. The company returned $1.7 billion to shareholders in 2024, including $1.0 billion of share repurchases and $0.7 billion of common stock dividends. The Board raised the first-quarter 2025 common stock dividend to $0.75 per share, a 2-cent increase over the fourth-quarter 2024 dividend, and approved a new $1.5 billion share repurchase authorization; approximately $0.8 billion remained under the prior authorization as of December 31, 2024. Management reiterated 2025 outlook targets of 9-12% annual non-GAAP operating earnings per diluted share growth, 75-85% free capital flow conversion, 14-16% non-GAAP ROE, and $1.4-$1.7 billion of capital deployment. Segment results were mixed in the quarter. Retirement and Income Solutions pre-tax operating earnings rose to $280.1 million, Investment Management pre-tax operating earnings rose to $163.9 million, and Specialty Benefits pre-tax operating earnings rose to $147.2 million, while International Pension pre-tax operating earnings fell to $52.1 million and Life Insurance pre-tax operating earnings fell to $7.5 million. Assets under management were $712.1 billion and assets under administration were $1,663.9 billion at year-end 2024, and the statutory risk-based capital ratio for Principal Life Insurance Company was 404%.

Feb 6, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Principal Financial Group 8-K Report, Regulation FD Disclosure (Jan 22, 2025)

Principal Financial Group, Inc. (PFG) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on January 22, 2025 to disclose its assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of December 31, 2024, total assets under management were $712.1 billion, of which $559.1 billion was managed by Principal Asset Management - Investment Management and $124.3 billion by Principal Asset Management - International Pension. The filing states that, for the quarter ended December 31, 2024, a combination of foreign currency translation, market performance, and other items not reported as part of net cash flow had an approximate (3.7)% impact as a percentage of beginning period AUM. The company notes that non-U.S. reported AUM is translated to U.S. dollar equivalents using end-of-period spot foreign exchange rates. The company states that the AUM breakdown will be presented again in its financial supplement for the quarter ended December 31, 2024, expected to be posted to its investor relations website on or about February 6, 2025. The filing also highlights the company's allocation to small, mid-cap, international, and REIT equity products and high yield and preferred securities in fixed income, which it cites as relevant during periods of market dislocation.

Jan 22, 2025 8-K

Principal Financial Group 8-K Report, Executive Changes (Nov 14, 2024)

On November 12, 2024, Principal Financial Group, Inc. announced that Daniel J. Houston will retire as Chief Executive Officer effective January 7, 2025, a role he has held since 2015. He will continue as Executive Chairman. The Board of Directors appointed Deanna Strable, currently President and Chief Operating Officer, as CEO and a Class III member of the Board, effective the same date. She will also continue as President. The Board action was taken on November 11, 2024, according to the filing. The filing sets out the compensation for both executives. Houston will receive an annual base salary of $1,100,000, a target annual incentive of 375% of base salary, and a long-term incentive grant of $4,240,000 in restricted stock units. Strable will receive an annual base salary of $1,000,000, a target annual incentive of 300% of base salary, and a long-term incentive target of $8,500,000 in restricted stock units. Strable, age 55, became President and Chief Operating Officer on August 20, 2024, and previously served as Executive Vice President and Chief Financial Officer from 2017 until August 2024. The filing states that she has no family relationship with any Board member or executive officer. The filing also discloses that Dwight Soethout, Vice President-Chief Actuary and Ms. Strable's spouse, intends to retire. He will remain through a transition period until a successor is identified and will assist in the transition. He received $738,787 in base salary, bonuses, and long-term incentive compensation in 2023, which the Human Resources Committee approved. The accompanying news release states that Houston's tenure saw market capitalization grow from $13 billion to more than $20 billion.

Nov 14, 2024 8-K

Principal Financial Group 8-K Report, Financial Results (Oct 24, 2024)

Principal Financial Group, Inc. reported a net loss attributable to PFG of $220 million, or $0.95 per diluted share, for the third quarter of 2024, driven by the loss from exited business. Excluding exited business, non-GAAP net income attributable to PFG was $419 million, or $1.78 per diluted share. Non-GAAP operating earnings were $412 million, or $1.76 per diluted share, and were $480 million, or $2.05 per diluted share, excluding the impacts of significant variances, including the actuarial assumption review. Assets under management reached $741 billion and assets under administration reached $1.7 trillion. The company returned $416 million to shareholders in the quarter, including $251 million of share repurchases and $165 million of common stock dividends. It raised its fourth quarter 2024 common stock dividend to $0.73 per share, a 1 cent increase over the third quarter dividend, payable December 18, 2024, to shareholders of record as of December 2, 2024. Management cited $1.6 billion of excess and available capital and stated continued confidence in its full-year target. Segment results were mixed. Retirement and Income Solutions pre-tax operating earnings fell to $246.1 million from $304.7 million, while Principal International posted record pre-tax operating earnings of $120.8 million. Specialty Benefits pre-tax operating earnings declined to $101.7 million from $147.8 million, and Life Insurance posted a pre-tax operating loss of $37.3 million, largely reflecting significant variances in the quarter.

Oct 24, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

Principal Financial Group 8-K Report, Regulation FD Disclosure (Oct 15, 2024)

Principal Financial Group, Inc. (PFG) filed this Item 7.01 Regulation FD report on October 15, 2024 to disclose its assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of September 30, 2024, total AUM for Principal Financial Group was $740.6 billion, of which $541.0 billion was managed by Principal Global Investors and $185.2 billion was reported by Principal International. The filing states that Principal Financial Group's market performance for the quarter ended September 30, 2024 was 5.4% as a percentage of beginning period AUM. The filing notes that Principal Global Investors' exposure includes small and mid-cap products in U.S. equity AUM and high yield and preferred securities in fixed income AUM, which the company highlights as relevant during periods of market dislocation and wider dispersion of returns. Principal International's AUM is translated into U.S. dollars at end-of-period spot exchange rates. The company also reports Principal Asset Management AUM, a marketing measure that excludes assets of entities where it is a minority owner and assets not permitted to be included due to regulatory requirements, which was $585.6 billion as of September 30, 2024. The filing states this measure is not intended for modeling purposes. The company indicated that the AUM-by-asset-manager format will be repeated in its financial supplement for the quarter ended September 30, 2024, expected to be posted on or about October 25, 2024.

Oct 15, 2024 8-K

Principal Financial Group 8-K Report, Executive Changes (Aug 21, 2024)

Principal Financial Group, Inc. (Nasdaq: PFG) reported in this 8-K filed August 21, 2024 that its Board of Directors appointed Deanna Strable as President and Chief Operating Officer effective with the August 20, 2024 board action. Ms. Strable, age 55, had served as Executive Vice President and Chief Financial Officer since 2017. Daniel J. Houston, who holds the roles of President, Chief Executive Officer and Chairman of the Board, will continue as Chief Executive Officer and Chairman of the Board. Strable will have direct responsibility for the company's three businesses: Retirement and Income Solutions, Benefits and Protection, and Asset Management. In connection with Strable's appointment, the Board named Joel Pitz, age 52, as interim Chief Financial Officer and interim principal financial and accounting officer. Pitz joined the company in 1995 and most recently served as Senior Vice President and Controller beginning in 2021. Strable's compensation as President and COO includes an annual base salary of $850,000, a target annual incentive of 250% of base salary, and a long-term incentive target of $5,100,000 in restricted stock units. Pitz will receive a $400,000 restricted stock unit award with a three-year cliff vesting period for his interim CFO role. The filing also discloses family relationships among employees: Strable's spouse, Dwight Soethout, is Vice President-Chief Actuary and received $738,787 in 2023 compensation, and Pitz's spouse, Kristine Pitz, is Director - Accounting and received $227,214 in 2023 compensation. The filing states that these compensation levels are commensurate with peers and were approved by the Human Resources Committee. The company issued a news release on August 21, 2024, announcing the appointments.

Aug 21, 2024 8-K

Principal Financial Group 8-K Report, Financial Results (Jul 25, 2024)

Principal Financial Group, Inc. reported second quarter 2024 results on July 25, 2024, with net income attributable to PFG of $353 million, or $1.49 per diluted share, compared with $388.8 million, or $1.58 per diluted share, in the second quarter of 2023. Non-GAAP operating earnings were $386 million, or $1.63 per diluted share, versus $375.8 million, or $1.53 per diluted share, a year earlier. Non-GAAP net income attributable to PFG, excluding exited business, was $356 million, or $1.50 per diluted share. Segment performance was mixed but generally stronger on a pre-tax operating basis. Retirement and Income Solutions pre-tax operating earnings rose to $267.8 million from $232.3 million, with a 38.2% operating margin, while Specialty Benefits pre-tax operating earnings increased to $108.7 million from $98.1 million. Life Insurance and Principal International pre-tax operating earnings declined, and Corporate pre-tax operating losses widened to $103.4 million from $97.4 million. Capital return remained a focus. The company returned $415 million to shareholders in the quarter, including $250 million of share repurchases and $165 million of common stock dividends, and it raised the third quarter 2024 common stock dividend to $0.72 per share, a 1 cent increase over the second quarter dividend. The company reported $1.6 billion of excess and available capital, and assets under administration of $1.6 trillion, including assets under management of $699 billion.

Jul 25, 2024 8-K

Principal Financial Group 8-K Report, Regulation FD Disclosure (Jul 17, 2024)

Principal Financial Group, Inc. (PFG) filed this Item 7.01 Regulation FD Disclosure on July 17, 2024 to report its assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of June 30, 2024, total assets under management for Principal Financial Group were $699.2 billion, comprising $513.2 billion managed by Principal Global Investors and $171.1 billion reported by Principal International. The company stated that Principal International's AUM is translated to U.S. dollars using end-of-period spot exchange rates. The filing states that Principal Financial Group's market performance for the quarter ended June 30, 2024 was 0.4% as a percentage of beginning period AUM. It also highlights the company's exposure to small and mid-cap products within U.S. equity AUM and high yield and preferred securities within fixed income AUM, which management notes are relevant during periods of market dislocation and wider return dispersion. The company separately reports Principal Asset Management AUM, a marketing measure defined as Principal Global Investors and Principal International AUM excluding entities where the company is a minority owner and assets restricted by regulatory requirements. This figure was $553.1 billion as of June 30, 2024, and the filing cautions that it is not intended for modeling purposes. The same AUM-by-manager breakdown is expected to appear in the financial supplement for the quarter, posted on or about July 25, 2024.

Jul 17, 2024 8-K

Principal Financial Group 8-K Report, Shareholder Vote Results (May 23, 2024)

Principal Financial Group, Inc. held its Annual Meeting of Shareholders on May 21, 2024, and reported the voting results in this Form 8-K, dated May 23, 2024. Shareholders elected four Class II directors, Roger C. Hochschild, Daniel J. Houston, Diane C. Nordin, and Alfredo Rivera, each to a three-year term expiring at the 2027 annual meeting. Shareholders also approved, on an advisory basis, the company's executive compensation, with 144,597,913 votes for, 6,488,259 against, 344,751 abstentions, and 20,051,410 broker non-votes. Shareholders ratified the appointment of the independent registered public accounting firm, with 163,094,880 votes for, 8,191,181 against, and 196,272 abstentions. The filing reports vote tallies only. It does not describe any change in board composition beyond the director elections or any other corporate action.

May 23, 2024 8-K

Principal Financial Group 8-K Report, Financial Results (Apr 25, 2024)

Principal Financial Group, Inc. (Nasdaq: PFG) reported first quarter 2024 results in an Exhibit 99 earnings release furnished under Item 2.02 of this Form 8-K dated April 25, 2024. The company reported net income attributable to PFG of $532.5 million, or $2.22 per diluted share, compared with a net loss of $140.1 million, or $(0.58) per diluted share, in the first quarter of 2023. Non-GAAP operating earnings were $394.3 million, or $1.65 per diluted share, up 7% in dollars and 11% per share from $366.8 million, or $1.48, a year earlier. Non-GAAP net income attributable to PFG excluding exited business was $376.4 million, or $1.58 per diluted share. The quarter's segment results were mixed. Retirement and Income Solutions pre-tax operating earnings rose 5% to $262.2 million on net revenue growth of 6%, and Specialty Benefits pre-tax operating earnings increased 25% to $102.0 million on premium and fees growth of 8%. Principal International pre-tax operating earnings fell 7% to $73.2 million, and Life Insurance pre-tax operating earnings declined 44% to $9.8 million, which the company attributed partly to a GAAP-only regulatory closed block dividend adjustment. Principal Global Investors pre-tax operating earnings rose 4% to $113.9 million. Assets under management reached $708.5 billion and assets under administration reached $1.6 trillion. Capital return was a key element of the quarter. The company returned $362 million to shareholders, including $200 million of share repurchases and $162 million of common stock dividends, and reported $1.4 billion of excess and available capital. The board raised the second quarter 2024 common stock dividend to $0.71 per share, a 2 cent increase over the first quarter dividend, payable June 27, 2024, to shareholders of record as of June 3, 2024. Book value per common share was $47.60 at March 31, 2024, up from $46.18 at December 31, 2023.

Apr 25, 2024 8-K

Principal Financial Group 8-K Report, Regulation FD Disclosure (Apr 17, 2024)

Principal Financial Group, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on April 17, 2024 to disclose its assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of March 31, 2024, total AUM for Principal Financial Group was $708.5 billion, of which $513.5 billion was managed by Principal Global Investors and $178.7 billion was reported by Principal International. Principal International's figures are translated to U.S. dollars at end-of-period spot exchange rates. The filing also notes the company's exposure to small and mid-cap products within U.S. equity AUM and to high yield and preferred securities within fixed income AUM, which the company highlights as relevant during periods of market dislocation and wider return dispersion. Separately, the company reports Principal Asset Management AUM, a marketing measure defined as AUM for Principal Global Investors and Principal International excluding entities where the company is a minority owner and assets restricted by regulatory requirements. That figure was $554.4 billion as of March 31, 2024, and the filing states it is not intended for modeling purposes. The filing states that the same AUM-by-asset-manager breakdown will appear in the company's financial supplement for the quarter ended March 31, 2024, expected to be posted to its investor relations website on or about April 25, 2024.

Apr 17, 2024 8-K

Principal Financial Group 8-K Report, Financial Results (Feb 12, 2024)

Principal Financial Group, Inc. (Nasdaq: PFG) reported full-year and fourth-quarter 2023 results in this 8-K, furnishing its earnings release as Exhibit 99. For full year 2023, net income attributable to PFG was $623 million, or $2.55 per diluted share, which includes $892 million of loss from exited business. Non-GAAP operating earnings were $1,603 million, or $6.55 per diluted share, compared with $1,618.8 million, or $6.34 per diluted share, in 2022. For the fourth quarter, the company reported a net loss attributable to PFG of $872 million, or $3.66 per diluted share, including $1,171 million of loss from exited business, while non-GAAP operating earnings were $441 million, or $1.83 per diluted share. The company returned $1.3 billion of capital to shareholders in 2023, including $0.4 billion in the fourth quarter. The Board raised the first-quarter 2024 common stock dividend to $0.69 per share and approved a new $1.5 billion share repurchase authorization; about $0.3 billion remained under the prior authorization as of December 31, 2023. Assets under management were $695 billion, and the company reported $1.7 billion of excess and available capital at its holding companies and other subsidiaries. For 2024, management expects 9-12% annual non-GAAP EPS growth, 75-85% free capital flow conversion, and $1.5-$1.8 billion of capital deployment, with long-term targets unchanged. Segment results were mixed: Retirement and Income Solutions pre-tax operating earnings rose 30% in the quarter, while Principal Global Investors and Life Insurance were flat to lower, and Specialty Benefits premium and fees grew 9% for the full year.

Feb 12, 2024 8-K

Leadership ChangesExhibits & Filings

Principal Financial Group 8-K Report, Regulation FD Disclosure (Jan 25, 2024)

Principal Financial Group, Inc. (PFG) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to quarterly disclose its assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of December 31, 2023, total assets under management for Principal Financial Group were $694.5 billion, of which $499.5 billion was managed by Principal Global Investors and $180.4 billion was reported by Principal International. The filing notes that Principal Global Investors operates through a network of focused investment teams and highlights its exposure to small and mid-cap products within U.S. equity AUM and high yield and preferred securities within fixed income AUM, which the company points to as relevant during periods of market dislocation and wider return dispersion. Principal International's AUM is translated to U.S. dollars at end-of-period spot foreign exchange rates. The company also reports Principal Asset Management AUM, used for marketing purposes, which excludes assets of entities where the company is a minority owner and assets not permitted to be included due to regulatory requirements. This figure was $540.4 billion as of December 31, 2023, and the filing states it is not intended for modeling purposes. The same AUM-by-asset-manager format is expected in the financial supplement for the quarter ended December 31, 2023, slated for posting on or about February 12, 2024.

Jan 25, 2024 8-K

Principal Financial Group 8-K Report, Executive Changes (Jan 11, 2024)

Principal Financial Group, Inc. (Nasdaq: PFG) filed this Form 8-K to report leadership changes in its Principal Asset Management division. On January 11, 2024, the company announced that Patrick G. Halter, President and Chief Executive Officer of Principal Asset Management, will retire effective April 2, 2024. Halter will serve as interim Division President from February 10, 2024 until his retirement. Kamal Bhatia, currently Senior Executive Managing Director and Global Head of Investments of Principal Asset Management, President of Principal Funds, and Chairman of the Principal Funds Board, will become President and Chief Executive Officer of Principal Asset Management effective February 10, 2024. The press release states Bhatia will be responsible for strategy, investment performance, and client growth for the global investment unit and the company's $651 billion of assets under management, including the general account. The press release describes asset management as a core growth driver for Principal and the investment engine behind its global retirement and benefits and protection businesses. Halter, who joined the company in 1984, is credited with leading the integration of the asset management and international pension businesses. The filing is primarily a management transition announcement with no financial results disclosed.

Jan 11, 2024 8-K

Principal Financial Group 8-K Report, Financial Results (Oct 26, 2023)

Principal Financial Group, Inc. reported third quarter 2023 results on October 26, 2023, in an 8-K furnishing its earnings release as Exhibit 99.1. The company reported net income attributable to Principal Financial Group, Inc. (PFG) of $1,246 million, or $5.10 per diluted share, which includes $702 million of income from exited business. Non-GAAP operating earnings were $420 million, or $1.72 per diluted share, compared with $403.3 million, or $1.60 per diluted share, in third quarter 2022. Management said that after excluding significant variances, non-GAAP operating earnings increased 11 percent, or 14 percent per diluted share, over the prior-year quarter. The company returned $356 million of capital to shareholders during the quarter, including $200.3 million of share repurchases of 2.5 million shares and $156.1 million of common dividends. The Board authorized a quarterly common stock dividend of $0.67 per share for fourth quarter 2023, up $0.02 from the prior level, bringing the trailing twelve-month dividend to $2.60 per share. The dividend is payable December 20, 2023, to shareholders of record as of December 1, 2023. The company cited $1.4 billion of excess and available capital in its holding companies and other subsidiaries and an estimated statutory risk-based capital ratio of 404% for Principal Life Insurance Company. Retirement and Income Solutions sales were $7.6 billion, up 30% from third quarter 2022, and Assets under management were $651 billion. The quarter included a $9.7 million after-tax reduction to net income from the annual actuarial assumption review, along with a net $21.1 million decrease to non-GAAP operating earnings from lower-than-expected variable investment income. Third quarter 2023 non-GAAP pre-tax operating earnings for Life Insurance fell 35%, while Specialty Benefits pre-tax operating earnings were down 1%, and the company noted a change in methodology for certain tax reserves that added tax expense in the quarter.

Oct 26, 2023 8-K

Principal Financial Group 8-K Report, Regulation FD Disclosure (Oct 17, 2023)

Principal Financial Group, Inc. (PFG) filed this Form 8-K on October 17, 2023 under Regulation FD to disclose its quarterly assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of September 30, 2023, total AUM for Principal Financial Group was $650.6 billion, of which $469.0 billion was managed by Principal Global Investors and $168.4 billion was reported by Principal International. Principal International's AUM is translated into U.S. dollar equivalents using end-of-period spot foreign exchange rates. The filing highlights Principal Global Investors' exposure to small and mid-cap products within U.S. equity AUM and to high yield and preferred securities within fixed income AUM, which the company notes is relevant during periods of market dislocation and wider dispersion of returns. The company also reports Principal Asset Management AUM, a marketing measure that excludes assets of entities where the company is a minority owner and assets not permitted to be included due to regulatory requirements, which was $506.9 billion as of September 30, 2023. The filing states this measure is not intended for modeling purposes. The company states that the AUM by asset manager will be presented in the same format within its financial supplement for the quarter ended September 30, 2023, which it expects to post to its investor relations website on or about October 26, 2023. The filing itself does not contain earnings results.

Oct 17, 2023 8-K/A

Principal Financial Group 8-K/A Report, Shareholder Vote Results (Aug 16, 2023)

Principal Financial Group, Inc. filed this Form 8-K/A on August 16, 2023 to amend its Form 8-K dated May 16, 2023, which reported final voting results of the 2023 Annual Meeting of Stockholders held May 16, 2023. The sole purpose of the amendment is to disclose the company's decision on how frequently it will hold future stockholder advisory votes on executive compensation (say-on-pay). No other changes were made to the original report. At the 2023 Annual Meeting, shareholders voted on an advisory measure regarding the frequency of say-on-pay votes, with approximately 97% of the shares voting on the matter favoring an annual frequency. The Board of Directors, at a meeting held August 14, 2023, determined in response to those results and other factors that say-on-pay votes will be held every year. The say-on-pay vote will continue annually until the next frequency vote is conducted or until the Board determines a different frequency is in shareholders' best interest. For investors, the filing is narrow in scope: it confirms an annual cadence for shareholder advisory votes on named executive officer compensation. It does not report financial results, transactions, or changes to executive pay itself.

Aug 16, 2023 8-K

Principal Financial Group 8-K Report, Financial Results (Jul 27, 2023)

Principal Financial Group, Inc. (Nasdaq: PFG) reported second quarter 2023 net income attributable to PFG of $389 million, or $1.58 per diluted share, which includes $64 million of income from exited business. Non-GAAP operating earnings were $376 million, or $1.53 per diluted share, compared with $424.0 million, or $1.65 per diluted share, in the second quarter of 2022. The company returned $255 million of capital to shareholders in the quarter, including $100.0 million of share repurchases (1.4 million shares) and $154.9 million of common stock dividends, and it declared a third quarter 2023 common stock dividend of $0.65 per share, a 1 cent increase over the second quarter. Management said it remains confident in its full-year guidance. Segment results were mixed. Retirement and Income Solutions pre-tax operating earnings fell to $232.3 million from $254.6 million, and Principal Global Investors pre-tax operating earnings dropped to $125.0 million from $180.0 million on lower performance fees and lower management fees from a decrease in average AUM. Specialty Benefits pre-tax operating earnings rose to $98.1 million from $86.8 million, with premium and fees up 8% to $750.2 million. Life Insurance pre-tax operating earnings fell 62% to $26.8 million, while Principal International pre-tax operating earnings declined 29% to $63.2 million. Assets under management were $674 billion, and the Principal Life Insurance Company estimated statutory risk-based capital ratio was 407%. The filing states that the company retired $700.0 million of long-term debt during the quarter and reports $1.2 billion of excess and available capital in its holding companies and other subsidiaries. All financial results reflect adoption of long-duration targeted improvements (LDTI) accounting guidance. Total assets were $299.2 billion at June 30, 2023, and book value per common share was $42.75.

Jul 27, 2023 8-K

Leadership ChangesShareholder Matters

Principal Financial Group 8-K Report, Regulation FD Disclosure (Jul 20, 2023)

Principal Financial Group, Inc. (PFG) filed this Form 8-K on July 20, 2023 under Item 7.01 (Regulation FD Disclosure) to disclose its assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of June 30, 2023, total AUM for Principal Financial Group was $674.2 billion, of which $485.8 billion was managed by Principal Global Investors and $174.4 billion was reported by Principal International. The filing notes that Principal International's reported AUM is translated to U.S. dollar equivalents using end-of-period spot foreign exchange rates. The company also highlighted its exposure to small and mid-cap products within U.S. equity AUM and to high yield and preferred securities within fixed income AUM, which it describes as relevant during periods of market dislocation and wider dispersion of returns. The filing states that the same AUM-by-asset-manager format will appear in the financial supplement for the quarter ended June 30, 2023, expected to be posted to the investor relations website on or about July 27, 2023. Separately, the company reports Principal Asset Management AUM, a marketing measure defined as AUM for Principal Global Investors and Principal International excluding entities where the company is a minority owner and assets not permitted to be included due to regulatory requirements. That figure was $525.2 billion as of June 30, 2023, and the filing states it is not intended for modeling purposes.

Jul 20, 2023 8-K

Principal Financial Group 8-K Report, Executive Changes (May 22, 2023)

Principal Financial Group, Inc. filed this Form 8-K dated May 22, 2023 to report outcomes of its 2023 Annual Meeting of shareholders held May 16, 2023, and a board change. Michael T. Dan retired from the Board of Directors at the conclusion of that meeting, in line with the company's policy that a director's term not extend beyond the annual meeting following the director's 72nd birthday. Shareholders elected five Class I directors, each for a term expiring at the 2026 Annual Meeting, and one Class III director, for a term expiring at the 2025 Annual Meeting. Shareholders also approved, on an advisory basis, the compensation paid to the Named Executive Officers as disclosed in the proxy statement, and ratified Ernst & Young LLP as independent auditor for 2022. For the say-on-pay vote, 161,362,332 shares were cast for, 4,534,074 against, and 435,292 abstained, with 14,271,728 broker non-votes. On the frequency of future advisory votes on executive compensation, the most votes were cast for one year (161,342,936), versus 265,023 for two years and 4,407,945 for three years. The company stated it will publicly disclose the board's determination of that frequency within 150 days of the 2023 Annual Meeting.

May 22, 2023 8-K

Principal Financial Group 8-K Report, Financial Results (Apr 27, 2023)

Principal Financial Group, Inc. (Nasdaq: PFG) reported first quarter 2023 results in an 8-K filed April 27, 2023, under Item 2.02 with the earnings release attached as Exhibit 99. The company posted a GAAP net loss attributable to PFG of $140 million, or $0.58 per diluted share, which includes $487 million of loss from exited business. Excluding the exited business, net income attributable to PFG was $346.9 million, or $1.40 per diluted share, compared with $338.7 million, or $1.28 per diluted share, in the first quarter of 2022. Non-GAAP operating earnings were $366.8 million, or $1.48 per diluted share, versus $397.2 million, or $1.51 per diluted share, a year earlier. All periods reflect the adoption of long-duration targeted improvements (LDTI) accounting guidance. The quarter's operating results were mixed across segments. Retirement and Income Solutions pre-tax operating earnings fell to $249.8 million from $294.2 million, reflecting lower net revenue tied to market depreciation and the 2022 reinsurance transaction. Principal Global Investors pre-tax operating earnings declined to $109.1 million from $143.4 million on lower management fees from reduced average AUM. Principal International and Specialty Benefits both grew pre-tax operating earnings, at $78.7 million and $81.8 million respectively. Life Insurance pre-tax operating earnings decreased to $17.5 million. Capital and liquidity were presented as strong. The company returned $306.0 million to shareholders in the quarter through $150.5 million of share repurchases (1.7 million shares) and $155.5 million of dividends, cited $1.8 billion of excess and available capital at its holding companies and other subsidiaries, and reported an estimated statutory risk-based capital ratio of 402% for Principal Life Insurance Company. The Board declared a second quarter 2023 dividend of $0.64 per share, payable June 30, 2023, to holders of record as of June 1, 2023.

Apr 27, 2023 8-K

Material AgreementsFinancial EventsOther Events+1

Principal Financial Group 8-K Report, Regulation FD Disclosure (Apr 20, 2023)

Principal Financial Group, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on April 20, 2023 to disclose its assets under management (AUM) by asset manager ahead of its quarterly earnings release. As of March 31, 2023, total AUM for Principal Financial Group was $659.9 billion. Of this, $478.7 billion was managed by Principal Global Investors and $167.1 billion was reported by Principal International. The filing states that Principal International's AUM is translated into U.S. dollar equivalents using end-of-period spot foreign exchange rates, so the reported figure is sensitive to currency movements. The company also notes that Principal Global Investors' exposure to small and mid-cap U.S. equity products and to high yield and preferred securities in fixed income is important to monitor during periods of market dislocation and wider dispersion of returns. The company states that the AUM breakdown will be presented in the same format within its financial supplement for the quarter ended March 31, 2023, expected to be posted to its investor relations website on or about April 28, 2023. This filing is a quarterly disclosure of AUM and does not include earnings results.

Apr 20, 2023 8-K

Principal Financial Group 8-K Report, Material Agreement (Mar 8, 2023)

On March 8, 2023, Principal Financial Group, Inc. closed the sale of $400,000,000 of its 5.375% Senior Notes due 2033 and $300,000,000 of its 5.500% Senior Notes due 2053, issued under an automatic shelf registration statement on Form S-3 that became effective February 27, 2023. The Notes are fully and unconditionally guaranteed by its subsidiary Principal Financial Services, Inc. and were issued under the Senior Indenture dated May 21, 2009, as supplemented, with The Bank of New York Mellon Trust Company, N.A. as trustee. The underwriting agreement is dated March 6, 2023, with Citigroup Global Markets Inc., BofA Securities, Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC as representatives of the underwriters. The filing also reports that the company issued a notice to redeem in full all $400,000,000 of its 4.700% Fixed-to-Floating Rate Junior Subordinated Notes due 2055 on March 8, 2023. The redemption date is April 7, 2023, at the principal amount plus accrued and unpaid interest to that date, after which interest ceases to accrue. The redemption is the main capital-structure action in the filing alongside the new debt issuance. For investors, the filing shows a $700 million senior debt issuance across two maturities, with the proceeds' intended use not stated in this filing. The filing also includes legal opinions from Debevoise & Plimpton LLP and General Counsel Natalie Lamarque, and the exhibits are incorporated by reference into the registration statement.

Mar 8, 2023 8-K

Regulation FDExhibits & Filings

Principal Financial Group 8-K Report, Regulation FD Disclosure (Mar 2, 2023)

Principal Financial Group, Inc. announced its 2023 and long-term financial outlook on March 1, 2023, and furnished it under Item 7.01 of this Form 8-K. The company guides to 2023 non-GAAP operating earnings per diluted share growth of 3-6% compared to 2022, excluding significant variances in both periods, and states that macroeconomic headwinds in 2022, which affected assets under management and account values, are pressuring expected EPS growth in 2023. Long-term enterprise targets include 9-12% annual EPS growth, 14-16% ROE, and 75-85% free capital flow conversion, including a 40% dividend payout ratio. The filing also discloses two reporting changes effective with the Form 10-Q for the period ended March 31, 2023, tied to adoption of long-duration targeted improvements (LDTI) accounting guidance, which is effective January 1, 2023 and requires recasting 2021 and 2022 financial statements. Segments are being realigned: Principal Global Investors and Principal International will be combined into Principal Asset Management, Retirement and Income Solutions will be reported in total, and U.S. Insurance Solutions is renamed Benefits and Protection. Exhibit 99.2 presents unaudited recast figures, including net income attributable to Principal Financial Group, Inc. of $4,756.9 million for 2022 under LDTI versus $4,811.6 million previously reported, and stockholders' equity of $10,017.8 million at December 31, 2022 versus $10,042.8 million previously reported. The outlook excludes anticipated lower-than-expected variable investment income from lower alternative investment returns, real estate sales, and prepayment fees, which management says will be quantified on earnings calls during 2023. Guidance assumes a Corporate segment pre-tax operating loss of $(375)-$(425) million and a total company non-GAAP operating earnings effective tax rate of 16-19%.

Mar 2, 2023 8-K

Principal Financial Group 8-K Report, Financial Results (Jan 30, 2023)

Principal Financial Group, Inc. (Nasdaq: PFG) reported full year 2022 net income attributable to PFG of $4.8 billion, or $18.85 per diluted share, which includes $3.3 billion of income from exited business. Fourth quarter 2022 produced a net loss attributable to PFG of $10 million, or $0.04 per diluted share, including $514 million of loss from exited business. Excluding exited business, full year 2022 net income was $1,507.6 million ($5.90 per diluted share) versus $1,710.6 million in 2021, and fourth quarter 2022 net income excluding exited business was $504.4 million ($2.03 per diluted share). Non-GAAP operating earnings, the company's primary performance measure, were $1,700.9 million ($6.66 per diluted share) for 2022, down from $1,847.6 million ($6.77 per diluted share) in 2021. Fourth quarter 2022 non-GAAP operating earnings were $422.3 million ($1.70 per diluted share), compared with $498.4 million ($1.85 per diluted share) a year earlier. Management attributed the year to a transformation focused on higher growth markets and improved capital efficiency, and reported deploying $2.8 billion of capital in 2022, including $2.3 billion returned to shareholders. The Board authorized a first quarter 2023 common stock dividend of $0.64 per share, payable March 31, 2023, to holders of record as of March 15, 2023, bringing the trailing twelve-month dividend to $2.56 per share. Assets under management were $635 billion, and the company cited $1.5 billion of excess and available capital at its holding companies and other subsidiaries, along with a statutory risk-based capital ratio of 406% for Principal Life Insurance Company.

Jan 30, 2023 8-K